Court of Appeal for Ontario

Citation: 1442810 Ontario Inc. v. Sarohia, 2016 ONCA 456 Date: 2016-06-09 Docket: C61108

Before: Feldman, Rouleau and Huscroft JJ.A.

Between

1442810 Ontario Inc. Plaintiff (Respondent)

and

Daljit S. Sarohia, Parmit K. Parhar, also known as Paramjit J. Paraihari and Dalcan Enterprises Inc. Defendants (Appellants)

And Between

Daljit S. Sarohia, Parmit K. Parhar, also known as Paramjit J. Paraihari and Dalcan Enterprises Inc. Plaintiffs by Counterclaim (Appellants)

and

1442810 Ontario Inc., Ahmed Mansury, Baljit S. Gill, Re/Max Realty Defendants by Counterclaim (Respondents)

Counsel: Cameron Fiske, for the appellants John R. Hart, for the respondents 1442810 Ontario Inc. and Ahmed Mansury Ron E. Folkes, for the respondents Baljit S. Gill and Re/Max Realty

Heard and released orally: May 19, 2016

On appeal from the judgment of Justice Michael G. Emery of the Superior Court of Justice, dated September 11, 2015.

Endorsement

[1] The appellants appeal the trial decision enforcing a promissory note and dismissing their counterclaim and crossclaim. They raise three issues on appeal.

[2] The first is that the trial judge found a breach of s. 33 of the Real Estate and Business Brokers Act, R.S.O. 1990, c. R. 4, which was in force at the time of the transaction, but gave no remedy. We do not give effect to this submission. The trial judge found that no damages flowed from the breach. The information contemplated by s. 33 had been provided by the broker well before the closing of the transaction. Further, the trial judge concluded, based on all of the evidence, that had there been compliance with s. 33, the appellants would nonetheless have closed the transaction.

[3] The second issue raised is that the trial judge erred in finding that there was consideration for the promissory note. In our view, the trial judge was entitled to find on the evidence that the promissory note was a stand-alone document and that the appellants did not meet their burden to show that the note was unenforceable because there was no value given for it.

[4] Third, the appellants argue that the trial judge erred in concluding that representations made in the MLS listing as to the weekly sales at the convenience store were superseded by the terms of the agreement of purchase and sale, including the entire agreement clause. On the facts as found by the trial judge, we see no error in the conclusion that he reached.

[5] The appeal is therefore dismissed. Agreed costs of $15,000, inclusive of disbursements and HST, are payable to each set of respondents ($30,000 total).

"K. Feldman J.A." "Paul Rouleau J.A." "Grant Huscroft J.A."