contract-law
What is a factual matrix?
<p>How do we identify the requirements of determining what a factual matrix is in relation to answering problems in contract law? </p>

<blockquote>
  <p>What is a factual matrix?</p>
</blockquote>

<p>The term simply refers to the context and circumstances underlying the controversy. See <a href="https://www.leagle.com/decision/infdco20180510927" rel="nofollow noreferrer"><em>BladeROOM Group Limited v. Emerson Electric Co.</em></a>:</p>

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  <p>The courts will, in principle, "look at all the circumstances surrounding the making of the contract and available to the parties," otherwise known as the "factual matrix.</p>
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<p>See also <a href="https://www.leagle.com/decision/infdco20181213a86" rel="nofollow noreferrer"><em>Warner v. Nutrien., LTD.</em></a>:</p>

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  <p>this court must give the Plans "their natural and ordinary meaning.[...] That is, "what a reasonable person would have understood from the words of the document[s] read as a whole and from the factual matrix [of their formation].</p>
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<p>For additional examples, search for the term in the results retrieved with <a href="http://www.leagle.com/leaglesearch?exact=factual%20matrix" rel="nofollow noreferrer">this query</a>.</p>

<blockquote>
  <p>How do we identify the requirements of determining what a factual matrix is in relation to answering problems in contract law?</p>
</blockquote>

<p>That is a broad question for something that has to be determined on a case-by-case basis. Basically one has to identify the facts that are relevant to the intent, enforceability, effects, etc. of a contract for claims arising from a breach thereof.</p>

<p>An example discussing enforceability of a contract is <a href="https://www.leagle.com/decision/343195792fsupp3d45923" rel="nofollow noreferrer"><em>Ecore International Inc. v. Downey</em>, 343 F.Supp.3d 549, 481, 492 (2018)</a>:</p>

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  <p>the Ontario Court of Appeals reasoned: [...] The wording of the
  agreements and the <strong>overall factual matrix</strong> reveals that the de facto
  relationship between the parties was between Ecore and Downey.</p>
  
  <p>The wording of the agreements and the overall factual matrix reveals
  that the <strong>de facto relationship</strong> between the parties was between Ecore
  and Downey</p>
</blockquote>

<p>(emphasis added).</p>

<p>To determine relevance of circumstances, one can ask himself "<em>in the absence of this circumstance, would the contract at issue have been any different?</em>". The more significant the difference, the clearer the grounds for considering that circumstance an element of the factual matrix.</p>
