Browning v. Masson

Browning v. Masson

The concluding clause was properly construed to mean the parties would enter into the subcontract only if doing so would be compatible with the appellant's contract with the City of Quebec; the municipal preference condition made performance impossible without fault by the appellants, so the agreement never became operative and both parties were released from the obligation.

Citation
(1915) 52 SCR 379
Parties
Defendant/appellant: Amelia Jane Browning and others trading as the Sharpe Construction Company; Plaintiff/respondent: Masson, Limited
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
29 December 1915
Procedural Posture
Contract / Appeal to the Supreme Court of Canada From the Court of King’s Bench, Province of Quebec
Outcome
Appeal allowed with costs; judgment below reversed; action dismissed. Cross-appeal dismissed with costs.
Legal Topics
Contract Interpretation, Impossibility of Performance, Sub Contracting, Tendering, Damages for Breach
Source Language
English
Contract Contract Interpretation Impossibility of Performance Sub Contracting Tendering Damages for Breach

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 3 Authorities cited 3 Party arguments 2 Amounts and remedies 8
Sign in to unlock

Parties

Amelia Jane Browning and others trading as the Sharpe Construction Company

Defendant/appellant

Masson, Limited

Plaintiff/respondent

Procedural Posture

Contract / Appeal to the Supreme Court of Canada From the Court of King’s Bench, Province of Quebec

Legal Issues

  1. 1 Whether the clause that either contract would be "consistent" with the conditions of the city contract obliged defendants to subcontract to plaintiffs despite a municipal preference clause
  2. 2 Whether the municipal preference clause made performance impossible and thereby released the parties from the agreement
  3. 3 Proper construction of the word "consistent" in the parties' letter agreement

Ratio Decidendi

The concluding clause was properly construed to mean the parties would enter into the subcontract only if doing so would be compatible with the appellant's contract with the City of Quebec; the municipal preference condition made performance impossible without fault by the appellants, so the agreement never became operative and both parties were released from the obligation.

Court Disposition

Appeal allowed with costs; judgment below reversed; action dismissed. Cross-appeal dismissed with costs.

Orders

  • Appeal allowed with costs
  • Judgment of the Court of King’s Bench reversed