Field v. Zien

Field v. Zien

The shortfall of approximately $14,000 in the agreed working capital was not of such commercial importance that it entitled the purchaser to rescind; monetary adjustment (damages or reduction of the balance owing) adequately compensated the purchaser, so the appropriate remedy is damages and not rescission.

Source-derived case information.

Citation
[1963] SCR 632
Parties
Defendant Appellant: William John Field; Defendant Appellant: Field's Industrial Research Ltd.; Defendant Appellant: Field's Wholesale Distributors Ltd.; Defendant Appellant: Field's Enterprises Ltd.; Plaintiff Respondent: Bruce Zien; Plaintiff Respondent: Field's Welding Supplies Ltd.
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
16 December 1963
Procedural Posture
Contract / Appeal to the Supreme Court of Canada From the Court of Appeal for British Columbia
Outcome
Appeal allowed; contract declared valid and binding.
Legal Topics
Rescission, Damages, Misrepresentation, Breach of Warranty, Working Capital
Source Language
english
Contract Rescission Damages Misrepresentation Breach of Warranty Working Capital

Source-derived case record

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 2 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

William John Field

Defendant Appellant

Field's Industrial Research Ltd.

Defendant Appellant

Field's Wholesale Distributors Ltd.

Defendant Appellant

Field's Enterprises Ltd.

Defendant Appellant

Bruce Zien

Plaintiff Respondent

Field's Welding Supplies Ltd.

Plaintiff Respondent

Procedural Posture

Contract / Appeal to the Supreme Court of Canada From the Court of Appeal for British Columbia

Legal Issues

  1. 1 Whether breach of contractual working capital covenant (clause 5.3) entitled purchaser to rescind
  2. 2 Whether misrepresentation was proved
  3. 3 Whether the appropriate remedy is rescission or damages given the commercial importance of the breach

Ratio Decidendi

The shortfall of approximately $14,000 in the agreed working capital was not of such commercial importance that it entitled the purchaser to rescind; monetary adjustment (damages or reduction of the balance owing) adequately compensated the purchaser, so the appropriate remedy is damages and not rescission.

Court Disposition

Appeal allowed; contract declared valid and binding.

Orders

  • Appeal allowed and contract declared valid and binding.
  • Judgment for the balance of the purchase price of $50,000 less damages of $14,134.07.