Diniro v. Diniro

Diniro v. Diniro

The letter agreement, read as a whole and in its factual context, was sufficiently certain: the mortgage amount is $600,000 less ascertainable equipment value, FCC's pre-existing position determines timing of interest payments, and the reporting obligation was to provide monthly reports on corporate indebtedness,...

Source-derived case information.

Citation
2009 ONCA 683
Parties
Plaintiff (respondent): Nickolas Paul Diniro; Defendant (appellant): Alessandro Diniro
Court
Court of Appeal for Ontario
Jurisdiction
Canada
Judgment Date
25 September 2009
Procedural Posture
Civil Appeal Specific Performance of Share Purchase Agreement / Appeal to Court of Appeal From Trial Judgment Dated July 24, 2008
Outcome
Appeal dismissed.
Legal Topics
Specific Performance, Share Purchase Agreement, Certainty of Contract, Mortgage Terms, Interest Payment, Reporting Requirements, Agreement to Agree
Source Language
english
Civil Contract Equity Property Specific Performance Share Purchase Agreement Certainty of Contract Mortgage Terms +3 more

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 Party arguments 2 Amounts and remedies 2
Sign in to unlock

Parties

Nickolas Paul Diniro

Plaintiff (respondent)

Alessandro Diniro

Defendant (appellant)

Procedural Posture

Civil Appeal Specific Performance of Share Purchase Agreement / Appeal to Court of Appeal From Trial Judgment Dated July 24, 2008

Legal Issues

  1. 1 Whether the letter agreement was sufficiently certain to be enforceable or amounted to an unenforceable agreement to agree
  2. 2 Whether the mortgage amount was ascertainable
  3. 3 Whether the timing and capitalization of interest was sufficiently certain

Ratio Decidendi

The letter agreement, read as a whole and in its factual context, was sufficiently certain: the mortgage amount is $600,000 less ascertainable equipment value, FCC's pre-existing position determines timing of interest payments, and the reporting obligation was to provide monthly reports on corporate indebtedness, rendering the agreement enforceable by specific performance; therefore the appeal is dismissed.

Court Disposition

Appeal dismissed.

Orders

  • Appeal dismissed.
  • Costs awarded to the respondent in the amount of $4,500 inclusive of disbursements and GST.