The appellant purchasers entered into Agreements of Purchase and Sale with the respondent vendors to acquire farmlands for a golf course development.
The agreements were conditional on obtaining severance approvals for estate lots to be retained by the vendors.
The purchasers waived this condition and sought to close without the approvals, which the vendors refused.
The trial judge found the waiver clause ambiguous and held that the true intention of the parties required severance approvals prior to closing, declaring the agreements null and void and ordering the deposits forfeited.
The Court of Appeal dismissed the appeal, finding no palpable or overriding error in the trial judge's interpretation and confirming that the purchasers' failure to perform the contract justified the forfeiture of the deposits.
