Court File and Parties
CITATION: Meditel Inc. v. Baldhead Systems Inc., 2010 ONSC 2302
DIVISIONAL COURT FILE NO.: 542/09
DATE: 20100419
ONTARIO
SUPERIOR COURT OF JUSTICE
DIVISIONAL COURT
SWINTON, SACHS AND WILTON-SIEGEL JJ.
BETWEEN:
MEDITEL INC. Plaintiff (Respondent)
– and –
BALDHEAD SYSTEMS INC. Defendant (Appellant)
Justin M. Jakubiak, for the Plaintiff (Respondent)
Rolf M. Piehler, for the Defendant (Appellant)
HEARD at Toronto: April 19, 2010
Oral Reasons for Judgment
SWINTON J. (orally)
[1] The appellant, Baldhead Systems Inc., appeals from the judgment of Himel J. dated September 12, 2008, ordering Baldhead to pay $25,000.00 to Meditel, plus interest, plus costs.
[2] The appellant argues that the trial judge erred in ordering damages because she made an express finding that the parties had no consensus ad idem on the services to be provided and the scope of the project (see pages 10 and 12 of the reasons). Therefore, the appellant argues there was no contract between the parties.
[3] While the trial judge did use that language, it is clear that she found the parties to have an enforceable contract for at least the product that Baldhead thought it was obligated to deliver - a functioning generic lipid DOP program. She also found that, “It was evident that the defendant [Baldhead] could not produce what it was expecting or hoping to do at the cost agreed upon and within the time frame stipulated” (page 12 of the reasons).
[4] She found that in the meeting of May 25, 2005, “Baldhead demonstrated by its conduct that it did not intend to be bound by the terms of the contract” (page 13 of the reasons). Accordingly, she found that Baldhead had repudiated the contract, and Meditel could accept that repudiation. She also found that Meditel had received nothing of value under the contract because Meditel had not received a finished product, and Baldhead had refused to provide it with the source code that would have allowed it to build on and complete the project. Therefore, Meditel had to start over again.
[5] We see no palpable and overriding error in any of her findings of fact nor any error of law.
[6] While the appellant argues that the trial judge erred in ordering rescission, as the status quo ante could not be restored, we see no error of law in her order that Baldhead return the monies paid by Meditel. As Professor John McCamus stated in the Law of Contracts, “Restitution is available to the victim of a repudiatory breach where there has been a total failure of consideration” (at page 644). In effect, this is what the trial judge ordered.
[7] For these reasons, the appeal is dismissed.
[8] I have endorsed the Appeal Book, “This appeal is dismissed for oral reasons given. Costs to the respondent are fixed at $6,000.00”.
SWINTON J.
SACHS J.
WILTON-SIEGEL J.
Date of Reasons for Judgment: April 19, 2010
Date of Release: May 6, 2010
CITATION: Meditel Inc. v. Baldhead Systems Inc., 2010 ONSC 2302
DIVISIONAL COURT FILE NO.: 542/09
DATE: 20100419
ONTARIO
SUPERIOR COURT OF JUSTICE
DIVISIONAL COURT
SWINTON, SACHS AND WILTON-SIEGEL JJ.
BETWEEN:
MEDITEL INC. Plaintiff (Respondent)
– and –
BALDHEAD SYSTEMS INC. Defendant (Appellant)
ORAL REASONS FOR JUDGMENT
SWINTON J.
Date of Reasons for Judgment: April 19, 2010
Date of Release: May 6, 2010