Bentall Properties Ltd. et al. v. Control Data Systems Inc.

Bentall Properties Ltd. et al. v. Control Data Systems Inc.

There was no legal or equitable assignment or assumption of the lease because the asset sale did not effect an assignment without landlord consent or the purchaser's election to assume the lease; occupation and payment of rent were properly characterized as a licence; estoppel and election were not established; and...

Source-derived case information.

Citation
1999 BCCA 413
Parties
Plaintiff: Bentall Properties Ltd.; Plaintiff: Westminster Management Corporation; Defendant: Control Data Systems Inc.; Defendant: Control Data Systems Canada, Ltd.
Court
British Columbia Court of Appeal
Jurisdiction
Canada
Judgment Date
22 June 1999
Procedural Posture
Civil Appeal Lease Dispute / Appeal From Chambers Dismissal of Rule 18 a Application
Outcome
Appeal dismissed
Legal Topics
Lease Assignment, Assumption of Lease, Licensee Versus Tenant, Estoppel, Successor Liability, Receivership and Asset Purchase
Source Language
english
Contract Law Property Law Corporate Insolvency Equity Lease Assignment Assumption of Lease Licensee Versus Tenant Estoppel +2 more

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Parties

Bentall Properties Ltd.

Plaintiff

Westminster Management Corporation

Plaintiff

Control Data Systems Inc.

Defendant

Control Data Systems Canada, Ltd.

Defendant

Procedural Posture

Civil Appeal Lease Dispute / Appeal From Chambers Dismissal of Rule 18 a Application

Legal Issues

  1. 1 Whether purchaser under asset sale became bound by vendor's lease by assignment or assumption
  2. 2 Whether occupation and payment of rent by purchaser converted license into tenancy or effected equitable assignment
  3. 3 Whether estoppel or election bound purchaser to lease obligations

Ratio Decidendi

There was no legal or equitable assignment or assumption of the lease because the asset sale did not effect an assignment without landlord consent or the purchaser's election to assume the lease; occupation and payment of rent were properly characterized as a licence; estoppel and election were not established; and the purchaser was not a successor under the Company Act, therefore CDS was not bound by the lease and plaintiffs' Rule 18A claim failed.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed