Baker v. Guaranty Savings & Loan Association

Baker v. Guaranty Savings & Loan Association

Agent's admitted representations showed both he and plaintiff intended a contract for savings shares; the Association neither intended to accept nor did it accept an application for savings shares; because the Association failed to prove parties were ad idem and the misrepresented right was material and relied upon, there was no contract and plaintiff was entitled to recover payments.

Citation
[1931] SCR 199
Parties
Appellant/plaintiff: R. P. Baker; Respondent/defendant: Guaranty Savings & Loan Association
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
15 December 1930
Procedural Posture
Contract (share Subscription Dispute) / Appeal to Supreme Court of Canada From Court of Appeal for British Columbia (final Appellate Decision)
Outcome
Appeal allowed; judgment below set aside; judgment entered for plaintiff.
Legal Topics
Consensus Ad Idem, Misrepresentation and Inducement, Share Subscription, Contract Formation, Onus of Proof, Statutory and Rules Interpretation
Source Language
English
Contract Corporate/companies Misrepresentation Consensus Ad Idem Misrepresentation and Inducement Share Subscription Contract Formation Onus of Proof +1 more

Case Brief

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Parties

R. P. Baker

Appellant/plaintiff

Guaranty Savings & Loan Association

Respondent/defendant

Procedural Posture

Contract (share Subscription Dispute) / Appeal to Supreme Court of Canada From Court of Appeal for British Columbia (final Appellate Decision)

Legal Issues

  1. 1 Whether the application was for a class of shares the Association had power to issue
  2. 2 Whether the parties reached consensus ad idem on the nature of the contract
  3. 3 Whether the agent's representations induced the plaintiff to sign and were relied upon (misrepresentation)

Ratio Decidendi

Agent's admitted representations showed both he and plaintiff intended a contract for savings shares; the Association neither intended to accept nor did it accept an application for savings shares; because the Association failed to prove parties were ad idem and the misrepresented right was material and relied upon, there was no contract and plaintiff was entitled to recover payments.

Court Disposition

Appeal allowed; judgment below set aside; judgment entered for plaintiff.

Orders

  • Judgment entered for plaintiff for $1500 and costs in all courts
  • Application and certificate treated as not creating a binding contract for instalment shares (no consensus ad idem)