Winning v. 2483852 Ontario Inc., 2026 ONCA 452

Court of Appeal for Ontario

Citation: Winning v. 2483852 Ontario Inc., 2026 ONCA 452 Date: 20260618 Docket: COA-25-CV-0924

Before: Paciocco, Sossin and Wilson JJ.A.

Between

Darlene Winning Plaintiff (Appellant)

and

2483852 Ontario Inc.*, Ramesh Gawri* and Re/Max Hallmark Ari Zadegan Group Realty Defendants (Respondents*)

Counsel: Alexander Hora, for the appellant Jason Huang-Kung, for the respondents

Heard and rendered orally: June 17, 2026

On appeal from the judgment of Justice Eugenia Papageorgiou of the Superior Court of Justice, dated July 4, 2025, with reasons reported on 2025 ONSC 3953.

REASONS FOR DECISION

1The appeal is dismissed. The assignment of the agreement of purchase and sale was subject to a true condition precedent that required vendor approval. Appellants counsel conceded correctly in the motion below that the respondents did not have to agree to unreasonable terms insisted on by the vendor in return for its approval. This conclusion is supported, not contradicted, by paragraph 2 of Schedule Z. The reasonableness of the terms is an issue of mixed fact and law. The motion judge’s determination that the terms the vendor insisted on were unreasonable is entitled to deference and was arrived at without palpable and overriding error or legal error. So is the trial judge’s finding that the vendor’s insistence on those conditions was a “deal breaker”. Since the true condition precedent of vendor approval was never met, the assignment agreement was null and void.

2The respondents attempt to negotiate an alternative arrangement by asking for an abatement in the price arrangement after the unreasonable terms were demanded was not an anticipatory breach by them. The motion judge was entitled to conclude that the respondents were simply trying to negotiate a new deal on different terms after the condition precedent failed.

3The assignment contract provided for a return of the deposit if the condition precedent failed, which it did. There is therefore no need to consider the additional grounds of appeal.

4The appeal is dismissed.

5Cost will be payable to the respondents in the amount of $10,000 inclusive of disbursements and applicable taxes as agreed between the parties.