The contract sat in a filing cabinet for 14 months before the operator of a small catering business in southwestern Ontario had any reason to read it carefully. She had signed the agreement with a commercial refrigeration maintenance company shortly after opening her kitchen, accepting a 3-year service contract that promised quarterly inspections, priority repairs, and a dedicated technician familiar with her equipment. The 12-page document included a limitation clause buried on page 9, stating that the maintenance company's total liability for any claim arising under the agreement would not exceed the fees paid in the 12 months preceding the claim, and that in no event would the company be liable for consequential, indirect, or economic losses of any kind, including lost profits, spoiled inventory, or business interruption.

The clause became relevant on a Friday evening in August when 3 commercial refrigeration units failed simultaneously during a heat wave. The catering business had a contract to supply a wedding reception the following day for 180 guests, with prepared food valued at approximately $8,400 sitting in those units. The maintenance company's emergency line went unanswered. By the time a technician arrived 22 hours later, the food was unsalvageable, the wedding client had hired a replacement caterer at premium rates, and the catering business faced not only the direct loss of inventory but a demand for reimbursement of $14,500 in additional costs the wedding client had incurred.

The maintenance company's subsequent investigation revealed that 2 of the 3 units had shown warning signs during the previous quarterly inspection, which the technician had noted in internal records but had not communicated to the catering business owner. The service contract made no express promise about communication of findings, though marketing materials the owner had received before signing described the company's commitment to keeping clients fully informed about equipment condition.

When the catering business owner sought compensation for her losses, the maintenance company pointed to the limitation clause. The fees paid in the preceding 12 months totaled $2,400. The owner's total claimed losses exceeded $27,000. The maintenance company took the position that its exposure was capped at $2,400, and that the exclusion of consequential damages meant the spoiled food, the wedding contract losses, and the reputational harm fell entirely outside any recovery. The catering business owner retained counsel to examine whether the clause would actually limit her remedies or whether the circumstances of its presentation, the nature of the underlying breach, and the relationship between the parties might render it unenforceable.