Edperbrascan Corporation v. 177373 Canada Limited

Edperbrascan Corporation v. 177373 Canada Limited

The Court affirmed Lane J.'s summary judgment: the material demonstrated no genuine issue for trial; the contract did not permit Edper, at this late date and given changed circumstances and non‑equivalence of the shares offered, to discharge its obligation by tendering Great Lakes shares; it would be inappropriate to rewrite the agreement or further delay compliance; the appeals were dismissed.

Citation
C35359, C35360
Parties
Plaintiff/appellant: EdperBrascan Corporation; Defendant/respondent: 177373 Canada Limited; Plaintiff by Counterclaim/respondent: Labatt Brewing Company Limited; Defendant by Counterclaim/appellant: Epsim Investments Limited; Defendant by Counterclaim/appellant: Mico Investments Ltd.
Court
Court of Appeal for Ontario
Jurisdiction
Canada
Judgment Date
4 March 2002
Procedural Posture
Collection / Appeal From Summary Judgment
Outcome
Appeals of Edper, Mico and Epsim dismissed; summary judgment of Lane J. affirmed
Legal Topics
Summary Judgment, Contract Interpretation, Remedies (cash Vs Shares), Equitable Relief, Costs
Source Language
English
Civil Commercial Contract Summary Judgment Contract Interpretation Remedies (cash Vs Shares) Equitable Relief Costs

Case Brief

Summary, issues, holding and outcome

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Parties

EdperBrascan Corporation

Plaintiff/appellant

177373 Canada Limited

Defendant/respondent

Labatt Brewing Company Limited

Plaintiff by Counterclaim/respondent

Epsim Investments Limited

Defendant by Counterclaim/appellant

Mico Investments Ltd.

Defendant by Counterclaim/appellant

Procedural Posture

Collection / Appeal From Summary Judgment

Legal Issues

  1. 1 Whether summary judgment was appropriate
  2. 2 Whether Edper could discharge its contractual obligation by tendering shares instead of cash
  3. 3 Whether shares offered were of equivalent value to satisfy the agreement

Ratio Decidendi

The Court affirmed Lane J.'s summary judgment: the material demonstrated no genuine issue for trial; the contract did not permit Edper, at this late date and given changed circumstances and non‑equivalence of the shares offered, to discharge its obligation by tendering Great Lakes shares; it would be inappropriate to rewrite the agreement or further delay compliance; the appeals were dismissed.

Court Disposition

Appeals of Edper, Mico and Epsim dismissed; summary judgment of Lane J. affirmed

Orders

  • Summary judgment requiring EdperBrascan Corporation to pay $135,500,000 and other amounts affirmed
  • Appeals of EdperBrascan Corporation, Epsim Investments Limited and Mico Investments Ltd. dismissed