Bloom v. Averbach

Bloom v. Averbach

The correspondence between solicitors constituted a sufficiently certain and binding agreement that the plaintiff would purchase the defendants' partnership interests at the stated valuations; the terms 'building, machinery and fixtures' and 'stock, etc.' were construed by reference to the parties' books and evidence to include the described physical assets, stock, book accounts and trucks, the $15,000 included the existing mortgage, and goodwill passed with the partnership interest and need not be separately paid absent an express agreement to that effect; accordingly specific performance was ordered with a variation to include payment for the trucks as per the books.

Citation
[1927] SCR 615
Parties
Defendant Appellant: Hyman Bloom; Defendant Appellant: Isidore Dworkin; Plaintiff Respondent: Jacob Averbach
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
30 May 1927
Procedural Posture
Contract; Partnership; Equity / Appeal to Supreme Court of Canada From Court of Appeal for Manitoba
Outcome
Appeal dismissed with costs; judgment of the Court of Appeal for Manitoba affirming specific performance was affirmed with variation increasing amount payable by plaintiff to include motor trucks as valued in the books.
Legal Topics
Specific Performance, Goodwill, Sale of Partnership Interest, Uncertainty of Terms, Valuation of Assets
Source Language
English
Contract Partnership Equity Remedies Specific Performance Goodwill Sale of Partnership Interest Uncertainty of Terms +1 more

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Parties

Hyman Bloom

Defendant Appellant

Isidore Dworkin

Defendant Appellant

Jacob Averbach

Plaintiff Respondent

Procedural Posture

Contract; Partnership; Equity / Appeal to Supreme Court of Canada From Court of Appeal for Manitoba

Legal Issues

  1. 1 Whether solicitors had authority to make the offers
  2. 2 Whether the letters constituted a sufficiently certain and unambiguous agreement enforceable by specific performance
  3. 3 What assets were included in the terms 'building, machinery and fixtures' and 'stock, etc.'

Ratio Decidendi

The correspondence between solicitors constituted a sufficiently certain and binding agreement that the plaintiff would purchase the defendants' partnership interests at the stated valuations; the terms 'building, machinery and fixtures' and 'stock, etc.' were construed by reference to the parties' books and evidence to include the described physical assets, stock, book accounts and trucks, the $15,000 included the existing mortgage, and goodwill passed with the partnership interest and need not be separately paid absent an express agreement to that effect; accordingly specific performance was ordered with a variation to include payment for the trucks as per the books.

Court Disposition

Appeal dismissed with costs; judgment of the Court of Appeal for Manitoba affirming specific performance was affirmed with variation increasing amount payable by plaintiff to include motor trucks as valued in the books.

Orders

  • Appeal dismissed with costs to respondent
  • Judgment of the Court of Appeal for Manitoba affirmed except as varied to add value of motor trucks to the amount payable by plaintiff