Jacqueline Armstrong Gates

Application arising from a commercial land sale dispute over the calculation of acreage payable under an agreement of purchase and sale for development land.

The court interpreted the contractual definition of 'Net Area' to exclude lands not specifically developable for industrial, commercial, or residential use, including environmental features, a road right-of-way, and lands burdened by a hydro easement unless remediated.

The applicant had closed under protest while facing practical compulsion arising from a downstream sale and was permitted to pursue restitution rather than breach of contract.

The respondents were found to have been unjustly enriched by retaining an overpayment of $2,442,595 with no juristic reason for doing so.

The moving parties brought a motion for leave to appeal an order dated September 25, 2020.

The Divisional Court dismissed the motion for leave to appeal and awarded costs of $7,500 to the responding party.

The plaintiff appealed a Master's order dismissing her motion to continue a certificate of pending litigation against a property now owned by the defendants.

The plaintiff alleged she was defrauded of the property through improper mortgages and sought to set aside the transfer as a fraudulent conveyance.

The Superior Court of Justice dismissed the appeal, finding no palpable or overriding error in the Master's conclusion that the plaintiff no longer had a reasonable claim to an interest in the property, as previous court decisions had already conclusively determined the property could properly be sold.

The court also upheld the Master's finding that the equities favoured the defendants.

The applicant sought declarations that a transfer of pledged shares and a buy‑sell notice issued under a unanimous shareholders agreement were null and void.

The dispute arose from a promissory note and share pledge agreement relating to the purchase of shares in a private corporation.

The respondent claimed that the applicant defaulted on the promissory note, triggering its rights to transfer pledged shares and invoke a buy‑sell mechanism with a penalty provision.

The court found that no proper written notice of default had been proven in accordance with the parties’ contractual requirements.

As a result, the respondent could not rely on the penalty provision of the shareholders agreement, and the applicant’s requested declaratory relief was granted.