Colin J. Bondy

A dispute arose between a seller of an endodontics practice and the proposed purchaser regarding the sale of the practice.

The parties executed a Letter of Intent that contained conditions precedent to closing, including the negotiation of a new lease on terms satisfactory to the purchaser and the purchaser's satisfaction with due diligence investigations.

The purchaser terminated the Letter of Intent after learning of key employee departures and difficulties in finalizing the lease agreement.

The seller alleged breach of good faith and honest performance.

The court found no breach, holding that the purchaser exercised his contractual discretion reasonably and in good faith, and was entitled to terminate the transaction when conditions precedent were not met.

The court considered whether to depart from the statutory prejudgment interest (PJI) rate under the Courts of Justice Act in favour of a higher rate, following a breach of an agreement of purchase and sale.

The plaintiff sought a higher PJI rate based on market returns and the circumstances of the case.

The court found that the statutory rate undercompensated the plaintiff and, after reviewing the relevant statutory factors and case law, exercised its discretion to award a higher average rate of 3.17%.

The court considered whether an agreement of purchase and sale (APS) for a residential property between Kevin Curridor and Millstone Homes Inc. was valid and enforceable, and determined the appropriate quantum of damages.

The APS was found to be valid and enforceable under the "indoor management rule" of the Business Corporations Act, as there was no evidence that the plaintiff knew or ought to have known of any internal irregularities or fraud.

The court awarded damages based on the difference between the agreed purchase price and the market value, with certain deductions.

The appellants appealed a motion judge's order lifting a stay of proceedings under the Bankruptcy and Insolvency Act (BIA) and amending a default judgment to declare the debt non-dischargeable in bankruptcy under s. 178(1)(d) BIA, on the basis that it arose from misappropriation or defalcation while acting in a fiduciary capacity.

The underlying action involved breach of statutory trust under the Construction Act for unpaid construction materials.

The Court of Appeal affirmed the motion judge's decision, finding no error in the refusal to admit extrinsic evidence contradicting deemed admissions from the default judgment, nor in considering the appellants' non-compliance with enforcement orders.

The court upheld the finding that the judgment debt arose from misappropriation or defalcation, emphasizing that the deemed admissions, including an award of punitive damages, demonstrated intentional wrongdoing and conduct markedly departing from ordinary standards of decent behaviour, satisfying the "moral turpitude or dishonesty" threshold for s. 178(1)(d) BIA.

This appeal concerned a dispute between a real estate developer (appellant) and a home builder (respondent) arising from an agreement for the sale of land.

The appellant sought interest on the unpaid purchase price, alleging the respondent breached provisions related to commencing construction and failing to close the transaction by a stipulated outside date.

The Court of Appeal upheld the application judge's dismissal of both claims.

The court found no evidence to support the appellant's claim regarding permit availability for construction delays and determined that the appellant's own breach in installing sanitary sewers prevented it from relying on the respondent's alleged delay.

The claim for 12% interest for delayed closing was also rejected due to a lack of proof of damages and the appellant's prior breach.

The appellants appealed a partial summary judgment granted by the motion judge in favour of the respondent.

The motion judge determined that the appellants' shareholder loan outstanding as of February 6, 2014 was $219,315 and that the outstanding balance at the time of the company's bankruptcy was at least $161,724.75.

The appellants argued that partial summary judgment was inappropriate and that the motion judge erred in making factual determinations without evidence rebutting their assertions regarding payments made on behalf of the bankrupt company.

The Court of Appeal upheld the partial summary judgment, finding no error in the motion judge's conclusion that the matter was essentially an accounting exercise determinable on documentary evidence and that the appellants' evidence did not support their claims.