DATE: 2006-12-11

DOCKET: C44138

COURT OF APPEAL FOR ONTARIO

RE:

ANTONIO FERRARA (Applicant/Plaintiff/Appellant) – and – SHARI TABATABI, ALI VAKILI and 11610 YONGE STREET LIMITED (Respondents/Defendants/Respondents)

BEFORE:

ROSENBERG, MACPHERSON and ROULEAU JJ.A.

COUNSEL:

J. Thomas Curry and Dena Varah for the appellant

Morris A. Singer for the respondent

HEARD & ENDORSED:

December 8, 2006

On appeal from the order of Justice James M. Spence of the Superior Court of Justice dated August 26, 2005.

A P P E A L B O O K E N D O R S E M E N T

[1] The appellant appeals from the judgment of Spence J. dated 26 August 2005, in which, on the trial of an issue, he held that the parties had not reached a binding agreement in relation to the purchase and development of a commercial property in Oak Ridges. He concluded:

[T]he parties did not have an agreement for the purchase of shares in the company that was to purchase the Property, but only an unenforceable agreement to agree.

[2] In our view, this conclusion is unassailable. The record in the case, including the testimony of the parties and the documentary record, supports the conclusion that although the parties agreed on the proposed ownership ratio of the three parties, including thirty per cent for the appellant, they agreed on virtually nothing else. The trial judge held that these other essential matters were to be dealt with in a shareholders agreement, but that one was never prepared or signed. We agree with his analysis.

[3] The appeal is dismissed. Costs to the respondent fixed at $10,000, inclusive of disbursements and GST.