1124259 BC Ltd. v. 1069185 BC Ltd.

1124259 BC Ltd. v. 1069185 BC Ltd.

Both claims for specific performance were dismissed: the RoFR claim failed because Joyti had no enforceable interest (documents signed by her uncle without authority), the numbered company plaintiff failed to prove ready, willing and able to complete and was driven by speculative profit motive, and in any event the property is not shown to be unique and granting specific performance would unjustly prejudice the first mortgagee whose priority would leave an unavoidable shortfall.

Citation
2018 BCSC 1655
Parties
Plaintiff (s171599); Defendant (s176379): Joyti K. Sahota; Plaintiff (s176379); Defendant (s171599): 1124259 BC Ltd.; Defendant: Rajinderjit Singh Bhela; Defendant: 1069185 BC Ltd.; Defendant (s176379): Kunyuan International Group Ltd.; Defendant (s176379): KMD Holdings Ltd.; Defendant (s176379): Daljit Singh Dhillon; Defendant (s176379): Gurdev Singh Khatkar; Defendant (s176379): Surjit Kaur Khatkar; Defendant (s176379): Andrew Wing Eddie Chiu Jao
Court
Supreme Court of British Columbia
Jurisdiction
Canada
Judgment Date
8 August 2018
Procedural Posture
Civil Real Property/contract (specific Performance and Related Foreclosure) / Trial (oral Reasons for Judgment) and Disposition Following Related Foreclosure Applications
Outcome
Claims for specific performance dismissed
Legal Topics
Specific Performance, Right of First Refusal, Option to Purchase, Priority of Interests, Ready Willing and Able, Uniqueness of Property, Agency and Authority, Clean Hands Doctrine, Mortgagee Priority
Source Language
English
Real Property Contract Law Equity Mortgage/foreclosure Civil Procedure Specific Performance Right of First Refusal Option to Purchase +6 more

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Parties

Joyti K. Sahota

Plaintiff (s171599); Defendant (s176379)

1124259 BC Ltd.

Plaintiff (s176379); Defendant (s171599)

Rajinderjit Singh Bhela

Defendant

1069185 BC Ltd.

Defendant

Kunyuan International Group Ltd.

Defendant (s176379)

KMD Holdings Ltd.

Defendant (s176379)

Daljit Singh Dhillon

Defendant (s176379)

Gurdev Singh Khatkar

Defendant (s176379)

Surjit Kaur Khatkar

Defendant (s176379)

Andrew Wing Eddie Chiu Jao

Defendant (s176379)

Procedural Posture

Civil Real Property/contract (specific Performance and Related Foreclosure) / Trial (oral Reasons for Judgment) and Disposition Following Related Foreclosure Applications

Legal Issues

  1. 1 Whether Joyti Sahota acquired an enforceable right of first refusal by March 24, 2016
  2. 2 Whether the registered option/contract (Chen/Ma/1124259 BC Ltd.) entitles the plaintiff to specific performance
  3. 3 Whether plaintiffs were ready, willing and able to complete on original closing date or at time fixed by court

Ratio Decidendi

Both claims for specific performance were dismissed: the RoFR claim failed because Joyti had no enforceable interest (documents signed by her uncle without authority), the numbered company plaintiff failed to prove ready, willing and able to complete and was driven by speculative profit motive, and in any event the property is not shown to be unique and granting specific performance would unjustly prejudice the first mortgagee whose priority would leave an unavoidable shortfall.

Court Disposition

Claims for specific performance dismissed

Orders

  • Claim of 1124259 BC Ltd. for specific performance dismissed
  • Claim of Joyti K. Sahota for specific performance dismissed