Asamera Oil Corporation Ltd. v. Sea Oil & General Corporation et al.

Asamera Oil Corporation Ltd. v. Sea Oil & General Corporation et al.

Court held plaintiff owed a duty to mitigate and to crystallize damages within a reasonable period; injunction and claim for specific performance did not excuse indefinite delay; damages instead of specific performance were adequate; proper mitigation point was fall 1966 with reasonable acquisition period to fall 1967 and adjusted replacement price of $6.50 per share produced total damages of $812,500 payable by Brook to Baud.

Citation
[1979] 1 SCR 633
Parties
Appellant/plaintiff: Asamera Oil Corporation Ltd.; Appellant/plaintiff: Baud Corporation, N.V.; Respondent/defendant: Sea Oil & General Corporation; Respondent/defendant: Thomas L. Brook
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
3 October 1978
Procedural Posture
Appeal Consolidated From Three Actions / Supreme Court of Canada on Appeal From Supreme Court of Alberta, Appellate Division
Outcome
Appeals dismissed in two actions; appeal allowed in action against Brook with substituted damages award of $812,500 to Baud and costs to Baud; cross‑appeal dismissed.
Legal Topics
Mitigation of Damages, Specific Performance Vs Damages, Conversion and Detinue, Measure of Damages for Non‑return of Shares, Remoteness
Source Language
English
Torts Contract Equity Commercial Law Mitigation of Damages Specific Performance Vs Damages Conversion and Detinue Measure of Damages for Non‑return of Shares +1 more

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Parties

Asamera Oil Corporation Ltd.

Appellant/plaintiff

Baud Corporation, N.V.

Appellant/plaintiff

Sea Oil & General Corporation

Respondent/defendant

Thomas L. Brook

Respondent/defendant

Procedural Posture

Appeal Consolidated From Three Actions / Supreme Court of Canada on Appeal From Supreme Court of Alberta, Appellate Division

Legal Issues

  1. 1 Whether plaintiff must mitigate by purchasing replacement shares or may recover market rise to trial
  2. 2 Whether injunction or claim for specific performance excuses mitigation
  3. 3 Proper measure and timing for assessment of damages for breach to return shares

Ratio Decidendi

Court held plaintiff owed a duty to mitigate and to crystallize damages within a reasonable period; injunction and claim for specific performance did not excuse indefinite delay; damages instead of specific performance were adequate; proper mitigation point was fall 1966 with reasonable acquisition period to fall 1967 and adjusted replacement price of $6.50 per share produced total damages of $812,500 payable by Brook to Baud.

Court Disposition

Appeals dismissed in two actions; appeal allowed in action against Brook with substituted damages award of $812,500 to Baud and costs to Baud; cross‑appeal dismissed.

Orders

  • Dismissal of Asamera’s and related appeals
  • Substitution of trial award with damages payable by Thomas L. Brook to Baud Corporation, N.V. in the amount of $812,500