Stephen Cameron

The appellant appealed the dismissal of its application for a declaration that it had the exclusive right to terminate a real estate agreement.

The agreement contained a clause allowing either party to terminate if severance approval was not obtained by a specified date.

The Court of Appeal upheld the application judge's finding that the final executed offer contained a mutual termination clause, rejecting the appellant's argument that uninitialed handwritten portions should be disregarded.

The court also rejected the appellant's promissory estoppel argument, finding the relationship was governed by contract.

The appeal was dismissed.

The parties, equal shareholders in a land development company, reached a deadlock.

The trial judge ordered the company wound up and gave the appellant the first right to buy the respondent's shares at fair market value.

After the parties failed to agree on a price, the trial judge fixed the share value and ordered a descending auction if the rights of refusal were not exercised.

The Divisional Court set aside this order and directed a public auction.

The Court of Appeal allowed the appeal, finding that the trial judge erred by abandoning the valuation mechanism without notice, and the Divisional Court erred by removing the appellant's right of first refusal.

The matter was remitted to the trial judge.