Environs Wholesale Nursery LTD. v. Environs Landscape Contracting LTD.

Environs Wholesale Nursery LTD. v. Environs Landscape Contracting LTD.

The Court allowed the appeal, set aside the motion judge's liability finding and dismissed the respondents' action because the tree inventory, when read in context with s.3.1(13), served to define the Inventories/Purchased Assets rather than to create an actionable representation or warranty as to the precise number of saleable trees; the motion judge failed to interpret the contract as a whole and committed extricable legal error and palpable and overriding factual error in finding inspections impractical; the negligent misrepresentation finding was similarly unsupportable given the entire agreement clause.

Citation
2019 ONCA 547
Parties
Plaintiff (respondent): Environs Wholesale Nursery LTD.; Plaintiff (respondent): Walter Carey Grierson; Plaintiff (respondent): Timothy Holmes; Defendant (appellant) / Plaintiff by Counterclaim (appellant): Environs Landscape Contracting LTD.; Defendant (appellant) / Plaintiff by Counterclaim (appellant): Robert George Everest; Defendant (appellant): Premium Business Brokers Inc. (O/A Sunbelt Business Brokers Premium); Defendant (appellant): Robert Lea Shawn Mitchell
Court
Court of Appeal for Ontario
Jurisdiction
Canada
Judgment Date
2 July 2019
Procedural Posture
Civil / Appeal From Partial Summary Judgment (liability) Following Superior Court Summary Judgment Motion
Outcome
Appeal allowed; partial summary judgment on liability set aside; respondents' action dismissed
Legal Topics
Summary Judgment, Contractual Interpretation, Representations and Warranties, Negligent Misrepresentation, Indemnity, Due Diligence, Entire Agreement Clause, Schedules and Integration
Source Language
English
Contract Law Tort Law Civil Procedure Commercial Law Summary Judgment Contractual Interpretation Representations and Warranties Negligent Misrepresentation +4 more

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Parties

Environs Wholesale Nursery LTD.

Plaintiff (respondent)

Walter Carey Grierson

Plaintiff (respondent)

Timothy Holmes

Plaintiff (respondent)

Environs Landscape Contracting LTD.

Defendant (appellant) / Plaintiff by Counterclaim (appellant)

Robert George Everest

Defendant (appellant) / Plaintiff by Counterclaim (appellant)

Premium Business Brokers Inc. (O/A Sunbelt Business Brokers Premium)

Defendant (appellant)

Robert Lea Shawn Mitchell

Defendant (appellant)

Procedural Posture

Civil / Appeal From Partial Summary Judgment (liability) Following Superior Court Summary Judgment Motion

Legal Issues

  1. 1 Whether the Asset Purchase Agreement contained a representation or warranty as to the number of saleable trees
  2. 2 Whether the "best of vendors' knowledge and belief" qualifier precluded liability for inaccurate inventory figures
  3. 3 Whether a negligent misrepresentation tort claim could survive given the entire agreement and inspection clauses

Ratio Decidendi

The Court allowed the appeal, set aside the motion judge's liability finding and dismissed the respondents' action because the tree inventory, when read in context with s.3.1(13), served to define the Inventories/Purchased Assets rather than to create an actionable representation or warranty as to the precise number of saleable trees; the motion judge failed to interpret the contract as a whole and committed extricable legal error and palpable and overriding factual error in finding inspections impractical; the negligent misrepresentation finding was similarly unsupportable given the entire agreement clause.

Court Disposition

Appeal allowed; partial summary judgment on liability set aside; respondents' action dismissed

Orders

  • Set aside the February 22, 2018 partial summary judgment finding liability for breach of contractual warranty and/or negligent representation
  • Dismiss the respondents' action against the appellants