Hopper v. Hoctor

Hopper v. Hoctor

Clause 10 of the syndicate agreement reserved control of substantive decisions to three‑fourths in value of the syndicate; the requisite supermajority did not assent to formation on the terms proposed before the contractual deadline, so clause 8 operated to revert properties and patents to the original owners and plaintiff was not entitled to specific performance.

Citation
(1905) 35 SCR 645
Parties
Appellant: Robert Thomas Hopper; Respondent: Daniel Hoctor; Respondent: Frank W. May
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
20 March 1905
Procedural Posture
Civil Appeal Concerning Contract, Partnership and Specific Performance / Supreme Court of Canada on Appeal From Court of King's Bench, Province of Quebec (appeal Side)
Outcome
Appeal dismissed with costs
Legal Topics
Syndicate Agreement, Specific Performance, Contract Interpretation, Majority Control Clause, Reversion on Failure to Form Company, Standing and Joinder of Parties
Source Language
English
Commercial Law Contract Law Property Law Equity (specific Performance) Partnership Law Syndicate Agreement Specific Performance Contract Interpretation +3 more

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Parties

Robert Thomas Hopper

Appellant

Daniel Hoctor

Respondent

Frank W. May

Respondent

Procedural Posture

Civil Appeal Concerning Contract, Partnership and Specific Performance / Supreme Court of Canada on Appeal From Court of King's Bench, Province of Quebec (appeal Side)

Legal Issues

  1. 1 Whether plaintiff could obtain specific performance of syndicate agreement after failure to form the company within the contractual time limit
  2. 2 Whether clause requiring three‑fourths in value to control meant the syndicate's determination governed formation and terms of the company
  3. 3 Whether failure to form the company triggered the reversion clause restoring property to original owners

Ratio Decidendi

Clause 10 of the syndicate agreement reserved control of substantive decisions to three‑fourths in value of the syndicate; the requisite supermajority did not assent to formation on the terms proposed before the contractual deadline, so clause 8 operated to revert properties and patents to the original owners and plaintiff was not entitled to specific performance.

Court Disposition

Appeal dismissed with costs

Orders

  • Appeal dismissed with costs