Court File and Parties
COURT OF APPEAL FOR ONTARIO
Goudge, Simmons and Juriansz JJ.A.
BETWEEN:
Bruno Scenna, John Gregoris and Pre-Eng Contracting Ltd.
Plaintiffs (Respondents)
and
Maxwell Standford, 1244903 Ontario Limited, Novacrete Construction Ltd., 985724 Ontario Ltd. and Constaff Construction Ltd.
Defendants (Appellants)
A N D B E T W E E N:
Maxwell Standford
Applicant (Appellant)
and
Bruno Scenna and John Gregoris
Respondents (Respondents in Appeal)
Counsel:
M. Shapiro, for the appellant Standford
Thomas S. Kent, for the respondent
Heard and endorsed: March 12, 2009
On appeal from the judgment of Justice Bruce A. Glass of the Superior Court of Justice dated November 9, 2007.
ENDORSEMENT
[1]
Endorsement
The trial judge declared that the parties entered into a binding agreement on February 28, 2005 for the sale of Mr. Stanford's interest in certain companies to the individual plaintiffs.
[2]
Analysis
Mr. Stanford raises two issues on appeal. First, he submits that the parties had not agreed on all of the essential terms of the sale and that the alleged agreement was in fact no more than an agreement to agree.
3We do not accept this submission. The appellant points, for example, to the failure of the parties to agree on whether there was to be a share sale or a share redemption; to their failure to agree on the price to be allocated to particular assets; and to their failure to agree on the terms of a co-ownership agreement and a shareholders' agreement that would govern the parties' continuing co-ownership of a piece of property and one corporation.
4In our view, these are not essential terms of the appellant’s agreement to sell his share of the business. The failure of the parties to address these details does not render the agreement that was made unworkable. Even in the absence of agreement on these terms, the contract that was agreed to by the parties could be carried out.
5Second, the appellant submits that the parties did not intend their agreement in principle to be binding and in fact intended to continue negotiations.
6We do not accept this submission. There was ample evidence based on which the trial judge could and did conclude that the parties intended to be bound by the terms of the agreement that was made.
[7]
Disposition
The appeal is therefore dismissed with costs to the respondents in the amount of $7500 inclusive of disbursements and G.S.T.