The applicant, 1605041 Ontario Limited (160), and the respondent, 2424033 Ontario Ltd. (242), were involved in a dispute concerning a property and a joint venture agreement. 160 sought to discharge 242's second mortgage, while 242 counter-applied for specific performance of its right of first refusal (RFR) to purchase the property and a determination of the mortgage amount owing.
The court found that 242 had a valid and enforceable RFR, which 160 had breached by attempting to sell the property to a third party without proper notice or honouring the RFR terms.
The court ordered specific performance, requiring 160 to transfer the property to 242 for $1,560,000.
The court also determined the amount required to discharge the second mortgage, disallowing several penalty fees claimed by 242 under the Interest Act, and denying 160's claimed set-offs for legal costs and first mortgagee default proceedings.
The joint venture agreement was terminated upon completion of the transfer.