Court of Appeal for Ontario

CITATION: Sokolowski v. Libfeld, 2014 ONCA 136

DATE: 20140219

DOCKET: C57212

Gillese, Rouleau and Tulloch JJ.A.

BETWEEN

Howard Sokolowski and Howard Holdings Corp.

Applicants (Appellants)

and

Al Libfeld, Shadigee Investment Corporation and 2141130 Ontario Inc.

Respondents (Respondents)

Counsel:

Mark Dunn, for the appellants

Samuel Robinson, for the respondents

Heard: February 14, 2014

On appeal from the judgment of Justice R. Cary Boswell of the Superior Court of Justice, dated May 17, 2013.

APPEAL BOOK ENDORSEMENT

[1] This is an appeal from a ruling on an application to interpret a settlement agreement made to bring an end to a joint venture that was developing property. The agreement provided that the “existing sales office for the Stage I project shall not be used to sell Windfields Stage III lands.” The appellant brought an application alleging that the respondent breached this provision by moving the sales office to Stage III lands and selling Stage III lands from it. The appearance of the building was substantially changed but the basic structure remained intact.

[2] The application judge correctly articulated the principles of contractual interpretation. With due consideration for the factual matrix, the application judge found that the clause was ambiguous. It supported the competing interpretations advanced by both parties. He concluded that the interpretation advanced by the respondents was favoured when the purpose of the agreement was taken into consideration. We further find that interpretation accorded with “good business sense.”

[3] We see no error in the decision below. Accordingly, the appeal is dismissed with costs to the respondents fixed at $5,000, all inclusive.