The applicant vendor brought an application under Rule 14.05(3) to compel the respondent purchaser to pay a $1,000,000 balloon payment under a vendor-take-back mortgage.
The respondent argued the payment was not due because the applicant had not completed ongoing remediation work required by the local conservation authority.
The court applied principles of contractual interpretation and found that the remediation clause only required the applicant to pay outstanding fees, fines, and orders known at the time of closing within a six-month period.
The clause did not create an open-ended obligation to indemnify the purchaser for unknown future remediation expenses.
The application was granted and the respondent was ordered to make the payment.
