Rolf Martin Piehler

The appellant appealed a trial judgment ordering it to pay $25,000 to the respondent for breach of a software development contract.

The appellant argued there was no contract because the trial judge found no consensus ad idem on the project's scope, and that rescission was improperly ordered.

The Divisional Court dismissed the appeal, finding no palpable and overriding error in the trial judge's conclusion that an enforceable contract existed for the product the appellant intended to deliver, which the appellant repudiated.

The court upheld the order for restitution due to a total failure of consideration.

An Ontario car dealer purchased a vehicle originally from Québec and sold it to an Ontario wholesaler.

At the time, a finance company had an unregistered security interest in the vehicle under Québec law, which it registered 12 days later.

Under the Civil Code of Québec, this registration was retroactive.

The finance company sued the Ontario purchasers to enforce its security interest.

The trial judge found for the finance company, holding that the purchasers' presumed good faith was rebutted by their failure to act with due diligence.

The Court of Appeal dismissed the purchasers' appeal, determining that the standard of review for foreign law is correctness, and agreeing that the purchasers' failure to take prudent steps to verify title rebutted the presumption of good faith under Québec law.

The appellant challenged a deficiency judgment arising from repossession and sale of a replacement boat delivered after the original financed boat proved deficient.

The Court of Appeal held that the replacement vessel was not "proceeds" within the meaning of the Personal Property Security Act, but concluded that the parties, by their conduct over several years, modified the original conditional sale contract so that it applied to the replacement boat.

As a result, the secured creditor was entitled to repossess the replacement boat after default and sue for the deficiency.

The appeal was dismissed with costs.