Bridgesoft Systems Corp. v. British Columbia

Bridgesoft Systems Corp. v. British Columbia

The Court of Appeal held the trial judge's findings of fundamental breach were not reasonably supported: the Ministry did not breach by failing to review superstructure specifications given the parties' 1993 amending agreement intent that substructure precede superstructure, and the Ministry had fulfilled its testing obligations and was justified in ceasing testing after Bridgesoft's October 1995 communication that completion would take 7-14 months and substantial additional funds, which constituted an anticipatory fundamental breach by Bridgesoft permitting termination; accordingly the trial decision was set aside and the respondent's claim dismissed.

Citation
2000 BCCA 313
Parties
Plaintiff/respondent: Bridgesoft Systems Corporation; Defendant/appellant: Her Majesty the Queen in Right of the Province of British Columbia
Court
British Columbia Court of Appeal
Jurisdiction
Canada
Judgment Date
11 May 2000
Procedural Posture
Civil Contract Appeal / Appeal From Summary Trial on Liability (court of Appeal Decision)
Outcome
Appeal allowed; order below set aside; respondent's claim dismissed
Legal Topics
Implied Terms, Fundamental Breach, Waiver, Repudiation, Specific Performance, Termination Clause
Source Language
English
Contract Law Commercial Law Civil Procedure Implied Terms Fundamental Breach Waiver Repudiation Specific Performance +1 more

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Parties

Bridgesoft Systems Corporation

Plaintiff/respondent

Her Majesty the Queen in Right of the Province of British Columbia

Defendant/appellant

Procedural Posture

Civil Contract Appeal / Appeal From Summary Trial on Liability (court of Appeal Decision)

Legal Issues

  1. 1 Whether failure to review superstructure specifications by the Ministry amounted to a fundamental breach entitling termination
  2. 2 Whether cessation of testing by the Ministry constituted a fundamental breach entitling termination
  3. 3 Whether the Ministry validly exercised termination rights under clause 5.05(b) of the agreement

Ratio Decidendi

The Court of Appeal held the trial judge's findings of fundamental breach were not reasonably supported: the Ministry did not breach by failing to review superstructure specifications given the parties' 1993 amending agreement intent that substructure precede superstructure, and the Ministry had fulfilled its testing obligations and was justified in ceasing testing after Bridgesoft's October 1995 communication that completion would take 7-14 months and substantial additional funds, which constituted an anticipatory fundamental breach by Bridgesoft permitting termination; accordingly the trial decision was set aside and the respondent's claim dismissed.

Court Disposition

Appeal allowed; order below set aside; respondent's claim dismissed

Orders

  • Dismiss respondent's claim
  • Set aside the judgment of the court below