3999581 Canada Inc. v. 1394734 Ontario Inc.

3999581 Canada Inc. v. 1394734 Ontario Inc.

The Court allowed the appeal, holding the trial judge erred in law and fact: Article 10 did not preclude abatement because the vendor elected to close and convey, the purchaser’s price was area-based and relied on the represented acreage, the land was not quantifiable by casual inspection, and the purchaser was therefore entitled to specific performance with a pro rata abatement of $83,848; the vendor’s counterclaim for prejudgment interest was dismissed.

Citation
2007 ONCA 312
Parties
Appellant Purchaser: 3999581 CANADA INC.; Appellant Purchaser: 1514594 ONTARIO INC.; Respondent Vendor: 1394734 ONTARIO INC.
Court
Court of Appeal for Ontario
Jurisdiction
Canada
Judgment Date
26 April 2007
Procedural Posture
Civil Appeal / Appeal From Superior Court of Justice; Court of Appeal Judgment
Outcome
Appeal allowed; trial judge’s orders set aside in part
Legal Topics
Specific Performance, Abatement of Purchase Price, Title Defects/termination Clause, Certificate of Pending Litigation, Pre Judgment Interest, Innocent Mistake in Contract Description
Source Language
English
Contracts Property Equity Civil Procedure Specific Performance Abatement of Purchase Price Title Defects/termination Clause Certificate of Pending Litigation +2 more

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 5 Authorities cited 11 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

3999581 CANADA INC.

Appellant Purchaser

1514594 ONTARIO INC.

Appellant Purchaser

1394734 ONTARIO INC.

Respondent Vendor

Procedural Posture

Civil Appeal / Appeal From Superior Court of Justice; Court of Appeal Judgment

Legal Issues

  1. 1 Whether purchaser entitled to specific performance with an abatement where vendor cannot convey full lands contracted for
  2. 2 Whether Article 10 (title defect/termination clause) precludes abatement or specific performance
  3. 3 Whether purchase was a bulk sum purchase or price was calculated by area such that abatement is inappropriate

Ratio Decidendi

The Court allowed the appeal, holding the trial judge erred in law and fact: Article 10 did not preclude abatement because the vendor elected to close and convey, the purchaser’s price was area-based and relied on the represented acreage, the land was not quantifiable by casual inspection, and the purchaser was therefore entitled to specific performance with a pro rata abatement of $83,848; the vendor’s counterclaim for prejudgment interest was dismissed.

Court Disposition

Appeal allowed; trial judge’s orders set aside in part

Orders

  • Purchasers declared entitled to an abatement of the purchase price in the amount of 83848.00 CAD
  • Accountant of the Superior Court of Justice directed to pay out to the Purchasers the sum of 83848.00 CAD from monies held in court to the credit of the action together with accumulated interest on that amount