Kinbauri Gold Corporation v. Iamgold International African Mining Gold Corporation

Kinbauri Gold Corporation v. Iamgold International African Mining Gold Corporation

The Court upheld the trial judge: the February 21, 1990 agreement was binding; the public float requirement was not a condition precedent; the appellant breached its contractual best‑efforts obligation and wrongfully terminated the contract, so the appeal was dismissed.

Source-derived case information.

Citation
C32370
Parties
Plaintiff/respondent: Kinbauri Gold Corporation; Defendant/appellant: Iamgold International African Mining Gold Corporation
Court
Court of Appeal for Ontario
Jurisdiction
Canada
Judgment Date
9 November 2000
Procedural Posture
Civil / Appeal From Trial Judgment (court of Appeal)
Outcome
Appeal dismissed with costs; costs issue deferred for final disposition of the action
Legal Topics
Amalgamation, Reverse Takeover, Public Float Requirement, Best Efforts Clause, Termination, Costs
Source Language
english
Contract Corporate Securities Civil Procedure Amalgamation Reverse Takeover Public Float Requirement Best Efforts Clause +2 more

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Parties

Kinbauri Gold Corporation

Plaintiff/respondent

Iamgold International African Mining Gold Corporation

Defendant/appellant

Procedural Posture

Civil / Appeal From Trial Judgment (court of Appeal)

Legal Issues

  1. 1 Whether a binding contract existed between the parties
  2. 2 Whether the public float requirement was a condition precedent to the contract
  3. 3 Whether the appellant breached a best‑efforts obligation and acted in bad faith

Ratio Decidendi

The Court upheld the trial judge: the February 21, 1990 agreement was binding; the public float requirement was not a condition precedent; the appellant breached its contractual best‑efforts obligation and wrongfully terminated the contract, so the appeal was dismissed.

Court Disposition

Appeal dismissed with costs; costs issue deferred for final disposition of the action

Orders

  • Appeal dismissed with costs.
  • Issue of costs arising from the trial judge's January 17, 2000 order to be disposed of on final disposition of the action due to a settlement offer.