Kinkel et al. v. Hyman

Kinkel et al. v. Hyman

Defendants breached the contractual duty to call the shareholders' meeting within the option period, but plaintiff failed to prove a reasonable probability that a favourable 51% vote would have been obtained or that the option had any real monetary value; therefore only nominal damages are recoverable; jurisdictional threshold issue resolved by leave to appeal being granted by Court of Appeal.

Citation
[1939] SCR 364
Parties
Appellants (individual Defendants): Edward G. Kinkel and Others; Respondent (plaintiff): Bernard N. Hyman; Respondent (defendant Corporation): Porcupine United Gold Mines, Inc.
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
3 October 1939
Procedural Posture
Contract Appeal to Supreme Court of Canada / Final Judgment on Appeal (decision on Merits After Jurisdictional Motion)
Outcome
Appeal allowed in part; Court of Appeal judgment varied to award nominal damages; appeal dismissed as against corporation.
Legal Topics
Breach of Contract, Option Agreement, Shareholders Meeting, Loss of Chance, Specific Performance, Nominal Damages, Amount in Controversy
Source Language
English
Contract Equity Torts Civil Procedure Appeal Jurisdiction Damages Breach of Contract Option Agreement +5 more

Case Brief

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Parties

Edward G. Kinkel and Others

Appellants (individual Defendants)

Bernard N. Hyman

Respondent (plaintiff)

Porcupine United Gold Mines, Inc.

Respondent (defendant Corporation)

Procedural Posture

Contract Appeal to Supreme Court of Canada / Final Judgment on Appeal (decision on Merits After Jurisdictional Motion)

Legal Issues

  1. 1 Whether defendants were under contractual obligation to call a shareholders' meeting within the option period
  2. 2 Whether plaintiff proved a reasonable probability that a favourable 51% shareholder vote would have been obtained had the meeting been called
  3. 3 Whether loss of the chance to obtain the option constitutes recoverable substantial damages or only nominal damages absent evidence of real monetary value

Ratio Decidendi

Defendants breached the contractual duty to call the shareholders' meeting within the option period, but plaintiff failed to prove a reasonable probability that a favourable 51% vote would have been obtained or that the option had any real monetary value; therefore only nominal damages are recoverable; jurisdictional threshold issue resolved by leave to appeal being granted by Court of Appeal.

Court Disposition

Appeal allowed in part; Court of Appeal judgment varied to award nominal damages; appeal dismissed as against corporation.

Orders

  • Set aside Court of Appeal order for reference to assess substantial damages
  • Enter judgment for plaintiff against individual defendants for nominal damages of $1 with costs of the action on the High Court scale (no set‑off)