Dynamic Transport Ltd. v. O.K. Detailing Ltd.

Dynamic Transport Ltd. v. O.K. Detailing Ltd.

The written description 'four acres more or less' was sufficiently certain when construed with surrounding facts and the parties' conduct; where subdivision approval is required but responsibility is silent, the common intention and business efficacy of the bargain imply an obligation on the vendor to apply for and use best efforts to obtain subdivision approval; accordingly the contract is enforceable and equity will order the vendor to apply and pursue approval and, if necessary, award damages for failure.

Citation
[1978] 2 SCR 1072
Parties
Plaintiff/appellant: Dynamic Transport Ltd.; Defendant/respondent: O.K. Detailing Ltd.
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
1 May 1978
Procedural Posture
Action for Specific Performance (sale of Land) / Appeal to the Supreme Court of Canada From the Alberta Appellate Division
Outcome
Appeal allowed; judgment of the Appellate Division set aside and substituted
Legal Topics
Specific Performance, Statute of Frauds, Land Description, Planning Approval (subdivision), Implied Terms
Source Language
English
Property Law Contract Law Equity Specific Performance Statute of Frauds Land Description Planning Approval (subdivision) Implied Terms

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Parties

Dynamic Transport Ltd.

Plaintiff/appellant

O.K. Detailing Ltd.

Defendant/respondent

Procedural Posture

Action for Specific Performance (sale of Land) / Appeal to the Supreme Court of Canada From the Alberta Appellate Division

Legal Issues

  1. 1 Whether the written description of land (four acres more or less) satisfied the Statute of Frauds and was sufficiently certain to permit specific performance
  2. 2 Whether the contract, silent as to which party must obtain statutory subdivision/planning approval, is unenforceable or gives rise to an implied obligation
  3. 3 Remedy if vendor fails to apply for or diligently pursue subdivision approval

Ratio Decidendi

The written description 'four acres more or less' was sufficiently certain when construed with surrounding facts and the parties' conduct; where subdivision approval is required but responsibility is silent, the common intention and business efficacy of the bargain imply an obligation on the vendor to apply for and use best efforts to obtain subdivision approval; accordingly the contract is enforceable and equity will order the vendor to apply and pursue approval and, if necessary, award damages for failure.

Court Disposition

Appeal allowed; judgment of the Appellate Division set aside and substituted

Orders

  • Declaration that the written contract is binding and includes an implied term that the respondent will apply for subdivision approval pursuant to The Planning Act
  • Order that the respondent (vendor) make and pursue in good faith a bona fide application for subdivision approval and registration of the approved plan at the respondent’s expense within 60 days of this judgment (or such extended period as a Trial Division judge may order)