Battle v. Willox

Battle v. Willox

The covenant in clause 1 to enter into five specified contracts was an absolute undertaking; clause 6 did not qualify or limit that absolute covenant; by selling the property and thereby putting performance out of his power the defendant breached the absolute covenant and was liable to damages measured by the profits that would have accrued had the specified contracts been entered into and performed.

Citation
(1908) 40 SCR 198
Parties
Appellant/plaintiff: Joseph Battle; Respondent/defendant: Hervey Willox
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
5 May 1908
Procedural Posture
Contract / Appeal to Supreme Court of Canada From the Court of Appeal for Ontario
Outcome
Appeal allowed; judgment of the Divisional Court restored; decision of the Court of Appeal for Ontario reversed.
Legal Topics
Share of Profits, Construction of Contract, Absolute Undertaking Vs Conditional Undertaking, Damages Assessment, Enforceability of Covenants, Application of Best Endeavours Clause
Source Language
English
Contract Share of Profits Construction of Contract Absolute Undertaking Vs Conditional Undertaking Damages Assessment Enforceability of Covenants Application of Best Endeavours Clause

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Parties

Joseph Battle

Appellant/plaintiff

Hervey Willox

Respondent/defendant

Procedural Posture

Contract / Appeal to Supreme Court of Canada From the Court of Appeal for Ontario

Legal Issues

  1. 1 Whether defendant's covenant to enter into five named supply contracts was absolute or conditional
  2. 2 Whether clause 6 (carry out to best of ability) qualified the absolute covenant in clause 1
  3. 3 Whether defendant's sale of the property putting performance out of his power constituted breach rendering him liable for damages

Ratio Decidendi

The covenant in clause 1 to enter into five specified contracts was an absolute undertaking; clause 6 did not qualify or limit that absolute covenant; by selling the property and thereby putting performance out of his power the defendant breached the absolute covenant and was liable to damages measured by the profits that would have accrued had the specified contracts been entered into and performed.

Court Disposition

Appeal allowed; judgment of the Divisional Court restored; decision of the Court of Appeal for Ontario reversed.

Orders

  • Appeal allowed with costs
  • Judgment of the Divisional Court restored