Canada Case Law

Mohajer v. Mohagheghi

Court

Supreme Court of British Columbia

Plaintiff failed to prove on the balance of probabilities that the parties reached consensus ad idem on the essential terms of a joint venture or share ownership entitling him to 50% of the shares; contemporaneous corporate records and transactions establishing share issuance or transfer and payment by the plaintiff are absent, draft agreements were incomplete or unsigned and bank forms were inconsistent and unreliable, therefore the onus was not met and the action is dismissed.

Source excerpt

• Share ownership
• Joint venture
• Meeting of the minds
• Certainty of terms
• Credibility assessment

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Chan v. Dhaliwal

Court

Supreme Court of British Columbia

The court found the lift term enforceable, held the seller’s failure to install it was a fundamental breach, rejected anticipatory breach, and ordered specific performance with damages and setoffs.

• Specific performance
• Breach of contract
• Anticipatory breach
• Damages
• Contract interpretation
• Repudiation

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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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Bedford Academy Incorporated v. Ogunsanya

Court

Nova Scotia Small Claims Court

The introductory letter was aspirational and too vague to constitute contractual terms; the operative contract was the provision of education to required provincial standards and the signed 2023 Letter of Commitment. The Defendant failed to prove any contractual breach by the Claimant that would discharge his payment obligations, and he remained liable under the Letter of Commitment; the Claimant was therefore entitled to damages, interest and costs.

Source excerpt

• Contract formation
• Certainty of terms
• Repudiatory breach
• Contractual interpretation
• Tuition payment and notice provisions
• Pre-judgement interest

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van Dishoeck v. Centre Stage Holdings Ltd.

Court

Supreme Court of British Columbia

The court refused to enforce a proposed settlement because the mutual view corridor term was too uncertain, even though the parties intended to settle and the driveway term was clear.

• Settlement agreements
• Agreement to agree
• Certainty of terms
• Repudiation
• Easements/view corridor
• Driveway relocation

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Ruparell v. J.H. Cochrane Investments Inc.

Court

Court of Appeal for Ontario

The Court held that the trial judge did not err in finding the parties agreed on the essential terms by April 24, 2020, such that a binding contract existed; the trial judge properly exercised discretion to refuse specific performance and to award $5,000,000 as damages reflecting the proven lost bargaining surplus, and the counterclaim based on the letter of intent was correctly dismissed.

Source excerpt

• Formation of contract
• Specific performance
• Letter of intent
• Damages for breach
• Certainty of terms
• Intention to be bound

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Oswald v. Start Up SRL

Court

British Columbia Court of Appeal

The Court of Appeal upheld a finding that an MOU created a binding share-sale contract and dismissed Start Up SRL’s appeal, confirming specific performance.

• Formation of contract
• Memorandum of understanding
• Specific performance
• Certainty of terms
• Objective intention
• Parol evidence and surrounding circumstances

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Govorcin Fisheries Ltd. v. Medanic Fisheries Ltd.

Court

Supreme Court of British Columbia

Court refused to enforce an alleged oral settlement reached at mediation, finding no agreement on essential terms for security and quota transfers.

• Settlement agreement enforcement
• Offer and acceptance
• Certainty of terms
• Adverse inference/missing witness
• Security for deferred payments
• Fisheries quota disputes

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1750738 Ontario Inc. c. 1750714 Ontario Inc.

Court

Court of Appeal for Ontario

The Court of Appeal dismissed the appeal, upholding the trial judge: an oral contract existed with sufficiently certain essential terms (investment by Lacroix and allocation of lots to Maisons Lacroix); the shareholders' agreement did not terminate the prior oral agreement because the exclusion clause was not brought to Lacroix's attention and would be unfair; specific performance was the only adequate remedy as damages were inadequate and the obligation was enforceable against the other investor corporations by ratification and conduct; and the costs award under Rule 49.10 was appropriate.

Source excerpt

• Oral contract
• Specific performance
• Termination/entire agreement clause
• Certainty of terms
• Ratification
• Rule 49.10 costs

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Oswald v. Start Up SRL

Court

Supreme Court of British Columbia

The court held the July 11, 2015 MOU binding, rejected Start Up SRL’s rescission claim, and ordered specific performance requiring purchase of the ICTC shares.

• Intention to contract
• Agreement to agree
• Certainty of terms
• Specific performance
• Rescission for misrepresentation
• Breach of contract

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