Kevin J. Scullion

The appellants appealed a summary judgment granted in favour of the respondent on a promissory note, share purchase agreement, and guarantee.

The appellants relied on an alleged collateral agreement as a defence.

The Court of Appeal dismissed the appeal, finding no evidence of any collateral agreement in the record to justify looking behind the terms of the written documents.

The parties were involved in a joint venture agreement to develop land.

When the lender demanded repayment of its loan, the appellants did not pay their share.

The respondents used a non-arm's length company to purchase the loan and foreclose on the lands, appropriating the appellants' investment.

The appellants sued for breach of the joint venture agreement.

The trial judge dismissed the action, finding that none of the parties relied on the agreement's provisions and instead pursued self-interest outside its terms.

The Court of Appeal upheld the decision, ruling that a party cannot enforce an agreement it has demonstrated an intention not to be bound by.