Augdome Corporation Ltd. v. Gray et al.

Augdome Corporation Ltd. v. Gray et al.

The July 5, 1957 agreement, read with the corporate by-law, corporate resolutions, contemporaneous conduct and accounts, is ambiguous if read in isolation but when read in context clearly evidences the parties’ intention to transfer all assets of New Augarita, including the judgment against Gray, to Augdome; alternatively the instrument is rectifiable to express that intention on convincing evidence; the limitation period did not start to run until the Master’s report became final or appeals were abandoned in 1954, so the limitation defence fails; accordingly the appellant is entitled to continue the action and to issue execution on the judgment.

Citation
[1975] 2 SCR 354
Parties
Appellant / Purchaser: Augdome Corporation Limited; Respondents / Executors of James Joseph Gray: Ann Gray and Walter Williston; Intervenant / Vendor: New Augarita Porcupine Mines Limited
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
1 October 1974
Procedural Posture
Civil Appeal Concerning Contract, Assignment and Rectification / Appeal to Supreme Court of Canada From Court of Appeal for Ontario (orders Below Restoring Ex Parte Continuation and Leave to Issue Execution)
Outcome
Appeal allowed; orders of Morand J. and Donohue J. restored; appellant entitled to costs; rectification of the 1957 agreement ordered to reflect transfer of all assets including the judgment.
Legal Topics
Contract Interpretation, Admissibility of Extrinsic Evidence, Rectification of Instruments, Assignment of Judgments, Statute of Limitations for Judgments, Finality of Judgments
Source Language
English
Contract Property Civil Procedure Limitations Law Equity Contract Interpretation Admissibility of Extrinsic Evidence Rectification of Instruments +3 more

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Parties

Augdome Corporation Limited

Appellant / Purchaser

Ann Gray and Walter Williston

Respondents / Executors of James Joseph Gray

New Augarita Porcupine Mines Limited

Intervenant / Vendor

Procedural Posture

Civil Appeal Concerning Contract, Assignment and Rectification / Appeal to Supreme Court of Canada From Court of Appeal for Ontario (orders Below Restoring Ex Parte Continuation and Leave to Issue Execution)

Legal Issues

  1. 1 Whether the July 5, 1957 agreement conveyed New Augarita’s judgment against Gray to Augdome
  2. 2 Whether the agreement could be rectified to effect that transfer
  3. 3 Whether the claim was statute-barred under the Limitations Act

Ratio Decidendi

The July 5, 1957 agreement, read with the corporate by-law, corporate resolutions, contemporaneous conduct and accounts, is ambiguous if read in isolation but when read in context clearly evidences the parties’ intention to transfer all assets of New Augarita, including the judgment against Gray, to Augdome; alternatively the instrument is rectifiable to express that intention on convincing evidence; the limitation period did not start to run until the Master’s report became final or appeals were abandoned in 1954, so the limitation defence fails; accordingly the appellant is entitled to continue the action and to issue execution on the judgment.

Court Disposition

Appeal allowed; orders of Morand J. and Donohue J. restored; appellant entitled to costs; rectification of the 1957 agreement ordered to reflect transfer of all assets including the judgment.

Orders

  • Restore order of Morand J. refusing to quash ex parte order to proceed
  • Restore order of Donohue J. granting leave to issue execution on the judgment and Master’s report