Canada Case Law

Sinclair v. T.D.M.C. Holdings Ltd.

Court

British Columbia Court of Appeal

Leave to appeal was granted in part because the Sinclair Group identified an arguable extricable question of law: whether the arbitrator erred in extending the duty to exercise contractual discretion in good faith to s.11 of the Co-Owners Agreement where s.11 may be an unenforceable agreement to agree; other grounds (procedural fairness and challenged factual findings) did not raise arguable questions of law for leave.

Source excerpt

• Good faith contractual performance
• Agreement to agree
• Procedural fairness
• Scope of arbitrator's jurisdiction
• Specific performance

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Schwitzer v. Little

Court

Supreme Court of British Columbia

The Court rejected the plaintiff’s equity and ownership claims, awarded repayment and quantum meruit, dismissed wrongful arrest, and allowed the defendant’s defamation counterclaim in part.

• Constructive trust
• Shareholder loan
• Agreement to agree
• Quantum meruit
• Wrongful arrest/false arrest
• Defamation

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Pick v. Ziegler

Court

Supreme Court of Nova Scotia

The PSA was an unenforceable agreement to agree because essential terms and required attachments were missing or too uncertain; Article 8 of the PSA was intended to provide that if a legal purchase became impossible due to insufficient contractual terms the $50,000 security deposit would be refunded; in the absence of any juristic reason justifying retention and given the parties' intentions the Respondents were unjustly enriched and must return the $50,000 to the Applicant; interest was not awarded as not persuasively established.

Source excerpt

• Agreement to agree
• Pre-sale agreement
• Security deposit
• Essential terms
• Unjust enrichment
• Promissory estoppel

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Masztalar Holdings Ltd. v. Krafte Holdings Ltd.

Court

Supreme Court of British Columbia

The court held the May 5, 2023 agreement was enforceable, ordered specific performance, and required the FVHL share transfer, cash distribution, and related adjustments.

• Specific performance
• Agreement to agree
• Contract interpretation
• Share purchase
• Breach of contract
• Life insurance valuation

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Gallant v. Johnson

Court

Court of Appeal for Ontario

The renewal clause, which left the renewed rent to be agreed by landlord and tenant with no method to determine it, is an unenforceable agreement to agree; therefore the court had no authority to fix the renewal rent and, absent an express contractual duty, the respondents did not breach any duty of good faith when they pursued their own economic interests.

Source excerpt

• Lease renewal
• Agreement to agree
• Good faith in negotiations
• Jurisdiction to set contractual terms
• Costs

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Ball v. Eckhart

Court

British Columbia Court of Appeal

The Court of Appeal dismissed an appeal over a 2004 family property payment agreement, holding it was enforceable and that the limitation period ran only from the 2021 sale.

• Agreement to agree
• Contract formation
• Limitation period commencement
• Partition of property
• Adequacy of reasons
• Contract-formation

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Lin v. HomeAway.com, Inc.

Court

Supreme Court of British Columbia

The court granted a partial stay in favour of arbitration, holding the 2016 HomeAway terms applied to the pleaded bookings except for relief under s. 172 BPCPA.

• Stay of proceedings
• Arbitrability
• Competence-competence
• Section 172 bpcpa
• Agreement to agree
• Brick wall doctrine

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Thomson v. A.R. Thomson Group

Court

Supreme Court of British Columbia

The court dismissed claims that an oral agreement reinstated Lisa Thomson to ARTG, finding no intention to create legal relations and no certainty of essential terms.

• Oral contract
• Agreement to agree
• Intention to create legal relations
• Certainty of terms
• Partnership buyout and reinstatement
• Ratification

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Cherubini Metal Works Ltd. v. M & J Total Transport & Rigging Inc.

Court

Supreme Court of Nova Scotia

The Purchase Order and the parties' subsequent conduct created a binding commercial contract with sufficiently certain parties, period (approx. 20 moves) and pricing, subject to implied terms requiring the Applicant to give reasonable notice and the Respondent to use reasonable efforts to secure equipment; returning equipment to Germany was not an anticipatory repudiation because TTR was not contractually required to continuously maintain equipment and promptly sought alternative equipment when given reasonable notice; Cherubini elected to retain a different supplier and thereby terminated th…

Source excerpt

• Contract formation
• Purchase order enforceability
• Agreement to agree
• Implied terms
• Anticipatory breach
• Repudiation

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Deissner v. Boorsma

Court

British Columbia Court of Appeal

The Court of Appeal dismissed the appeal, refusing to let the appellants advance a position on lease-back enforceability that was inconsistent with their trial theory.

• Specific performance
• Severability
• Agreement to agree
• Repudiation
• Abuse of process
• Raising new issues on appeal

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