Beaudry v. Randall

Beaudry v. Randall

A deposited option accepted by an escrowee creates a tripartite, irrevocable undertaking binding the promissors and the escrowee to deliver on payment; unilateral revocation without the beneficiary's assent is breach entitling the beneficiary to damages, and where the revocation is dolosive in a commercial transaction promissors and escrowee are jointly and severally liable.

Citation
[1963] SCR 418
Parties
Defendant/appellant: Joseph Beaudry; Defendant/appellant: Trust Général du Canada; Plaintiff/respondent: Lewis V. Randall
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
7 March 1963
Procedural Posture
Contract Appeal / Appeal to the Supreme Court of Canada From the Quebec Court of King's Bench (court of Appeal Decision)
Outcome
Appeals dismissed with costs
Legal Topics
Option to Purchase, Revocation of Option, Tripartite Escrow Agreement, Stipulation Pour Autrui, Joint and Several Liability, Measure of Damages
Source Language
English
Contract Law Trusts and Escrow Commercial Law Remedies (damages) Option to Purchase Revocation of Option Tripartite Escrow Agreement Stipulation Pour Autrui +2 more

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Parties

Joseph Beaudry

Defendant/appellant

Trust Général du Canada

Defendant/appellant

Lewis V. Randall

Plaintiff/respondent

Procedural Posture

Contract Appeal / Appeal to the Supreme Court of Canada From the Quebec Court of King's Bench (court of Appeal Decision)

Legal Issues

  1. 1 Whether the option deposited in escrow became irrevocable absent the beneficiary's assent
  2. 2 Whether the General Trust of Canada assumed an obligation to deliver shares on payment and thereby became a party to the agreement
  3. 3 Whether the plaintiff could recover damages for wrongful revocation without seeking resolution (rescission) of the sale

Ratio Decidendi

A deposited option accepted by an escrowee creates a tripartite, irrevocable undertaking binding the promissors and the escrowee to deliver on payment; unilateral revocation without the beneficiary's assent is breach entitling the beneficiary to damages, and where the revocation is dolosive in a commercial transaction promissors and escrowee are jointly and severally liable.

Court Disposition

Appeals dismissed with costs

Orders

  • Appeals to the Supreme Court of Canada dismissed with costs
  • Judgment upholding that Beaudry and Trust Général du Canada breached the tripartite agreement and are jointly and severally liable for damages