The appellant strata corporation, established after a developer registered an air space parcel agreement obligating future strata owners to pay annual parking fees, disputed liability under that pre-incorporation agreement.
The majority held that a corporation not bound by a pre-incorporation contract may nonetheless enter into a post-incorporation contract on the same terms through objective conduct, and that the applicable test for contract formation is no different for strata corporations than at common law generally.
The Strata Property Act was found not to oust common law contract formation principles, and no compelling reason existed to modify those principles for the protection of strata lot purchasers.
On the facts, the appellant's years of payment and use of the parking facility objectively manifested assent to a post-incorporation contract on the terms of the air space parcel agreement.
The appeal was accordingly dismissed, with the remaining contractual issues remitted to the trial court, Rowe J. dissenting in part on the basis that the factual question of objective assent should also have been remitted.
