Cosmo Underwear Company Ltd. v. Valleyfield Silk Mills Ltd.

Cosmo Underwear Company Ltd. v. Valleyfield Silk Mills Ltd.

The purchaser's refusal to complete was unjustified because the title substantially complied with the contractual requirement, the purchaser's objections were technical and not raised in a timely fashion or allowed to be remedied, and the purchaser acted in bad faith to avoid the contract; therefore the appeal is dismissed and the purchaser is liable for damages for breach of contract.

Citation
[1962] SCR 418
Parties
Defendant Appellant: Cosmo Underwear Company Ltd.; Plaintiff Respondent: Valleyfield Silk Mills Ltd.
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
3 October 1961
Procedural Posture
Contract (real Property Sale) / Appeal to Supreme Court of Canada From Court of Queen's Bench, Appeal Side, Quebec
Outcome
Appeal dismissed
Legal Topics
Sale of Land, Title Defects, Good Faith in Contract Performance, Breach of Contract, Damages for Non‑performance
Source Language
English
Contract Real Property Sale of Land Title Defects Good Faith in Contract Performance Breach of Contract Damages for Non‑performance

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Legal principles 3 Party arguments 2 Amounts and remedies 2
Sign in to unlock

Parties

Cosmo Underwear Company Ltd.

Defendant Appellant

Valleyfield Silk Mills Ltd.

Plaintiff Respondent

Procedural Posture

Contract (real Property Sale) / Appeal to Supreme Court of Canada From Court of Queen's Bench, Appeal Side, Quebec

Legal Issues

  1. 1 Whether the purchaser validly refused to complete the purchase based on alleged defects in title
  2. 2 Whether the title delivered by the vendor complied with the contractual requirement to be "free and clear of all mortgages and encumbrances"
  3. 3 Whether the purchaser raised objections to title in a timely manner and allowed the vendor an opportunity to remedy

Ratio Decidendi

The purchaser's refusal to complete was unjustified because the title substantially complied with the contractual requirement, the purchaser's objections were technical and not raised in a timely fashion or allowed to be remedied, and the purchaser acted in bad faith to avoid the contract; therefore the appeal is dismissed and the purchaser is liable for damages for breach of contract.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed with costs
  • Appellant ordered to pay damages for breach of contract (amount affirmed as fixed below by the courts below)