Do all the statements an employer makes about a workplace have no effect when signing a contract with an integration clause?

Question

Take the following term in an employment agreement for example:

This Agreement constitutes the entire Agreement of the parties with respect to its subject matter and supersedes all other Agreements between parties. The parties stipulate that neither has made any representation with respect to the subject matter of this Agreement except such representations as are specifically set forth in this Agreement.

If a prospective employee asks a question before signing, such as "do statutory holidays count as paid time off?" and the employer replies "yes", does the above integration clause nullify the employers "yes"? If the employer does not pay for holidays, does the employee have a case?

When it comes down to it, don't contracts never exist in a vacuum in the sense that context always matters? For example a truck rental it would be implied they would provide the keys to start the truck, even if the term is absent in a written contract that has an integration clause?

Answer 1

don't contracts never exist in a vacuum in the sense that context always matters?

Context and the nature of a contract make it unnecessary and redundant to state obvious or trivial premises. Furnishing the keys in a truck rental is one example of that.

By contrast, it is in the prospective employee's best interest to ensure that the details of the compensation package are stated in the contract. That is because employment relations can (and do) vary in their compensation package.

If the employer does not pay for holidays, does the employee have a case?

That might vary by province. For instance, section 26 of the Ontario Employment Standards Act provides that holiday pay is mandatory unless (1) the employee unreasonably did not comply with his regularly scheduled day(s) of work or (2) employee and employer made an agreement that triggers the effects of section 27.

Answer 2

An integration clause will generally prevail if the written contract is unambiguous as applied to the issue in dispute (e.g. paid holidays).

But even if there is an integration clause, if the meaning of the written contract is ambiguous, a court or other tribunal can look to the context of the parties discussions to interpret what that language means.