Widrig v. Strazer et al.

Widrig v. Strazer et al.

The will's clause did not grant an exclusive right of first refusal to Komish; the executors validly rejected Komish's non-cash final offer and lawfully contracted to sell to Widrig; the trial judge properly recalled his unentered specific performance judgment and substituted damages; the Court of Appeal erred in principle in reducing damages and the $40,000 award (except as to personal liability of certain executors) is restored.

Citation
[1964] SCR 376
Parties
Appellant/plaintiff: Ralph Swift Widrig; Respondent/executor: Shirley Mae Strazer; Respondent/public Trustee/executor: Lloyd W. Gardiner; Respondent/executor (estate): The Public Trustee of the Province of Alberta; Respondent/executor's Solicitor/defendant: John W. D. Buchanan; Defendant/contended Purchaser: Harold Komish; Defendant/company: B.C. Yukon Air Service Limited
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
23 March 1964
Procedural Posture
Action for Specific Performance and Damages Arising From Sale of Testator's Shares; Appeal / On Appeal to the Supreme Court of Canada From the Supreme Court of Alberta, Appellate Division
Outcome
Appeal allowed in part; trial judgment restored except insofar as it awarded personal liability against certain respondents; cross-appeal dismissed.
Legal Topics
Will Interpretation, Right of First Refusal, Specific Performance, Damages Assessment, Executors' Powers, Jurisdiction to Reopen Judgment
Source Language
English
Estates Contracts Equity Property Remedies Torts Will Interpretation Right of First Refusal +4 more

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Parties

Ralph Swift Widrig

Appellant/plaintiff

Shirley Mae Strazer

Respondent/executor

Lloyd W. Gardiner

Respondent/public Trustee/executor

The Public Trustee of the Province of Alberta

Respondent/executor (estate)

John W. D. Buchanan

Respondent/executor's Solicitor/defendant

Harold Komish

Defendant/contended Purchaser

B.C. Yukon Air Service Limited

Defendant/company

Procedural Posture

Action for Specific Performance and Damages Arising From Sale of Testator's Shares; Appeal / On Appeal to the Supreme Court of Canada From the Supreme Court of Alberta, Appellate Division

Legal Issues

  1. 1 Whether clause in will granted a right of first refusal to the other shareholder
  2. 2 Whether executors were bound to accept Komish's offer
  3. 3 Whether there was a binding contract to sell to Widrig

Ratio Decidendi

The will's clause did not grant an exclusive right of first refusal to Komish; the executors validly rejected Komish's non-cash final offer and lawfully contracted to sell to Widrig; the trial judge properly recalled his unentered specific performance judgment and substituted damages; the Court of Appeal erred in principle in reducing damages and the $40,000 award (except as to personal liability of certain executors) is restored.

Court Disposition

Appeal allowed in part; trial judgment restored except insofar as it awarded personal liability against certain respondents; cross-appeal dismissed.

Orders

  • Appeal allowed and trial judgment of Milvain J. restored except that damages and costs shall not be recovered from Shirley Mae Strazer and Lloyd W. Gardiner in their personal capacities
  • Cross-appeal dismissed