A man put in an offer to purchase land through one company using funds from his other company. The intent was that the land would be developed through a development company.
The purchase was time sensitive with four conditions to be fulfilled. The contract specifically stated it would end if zoning did not take place.
The vendor took over certain aspects of the rezoning, working with the purchaser. Rezoning efforts continued, deadlines passed and the vendor declared the contract null and void. The vendor then sold the land to another buyer.
When the would-be development company sued, the court held the essential terms of the agreement were clear, valid and unambiguous. There was certainty in the terms and the vendor had co-operated. The action was therefore dismissed. (B & R Development Corporation Ltd. v. Trail South Development Inc., 2011)
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A certificate of pending litigation can be used to tie up land. To use it, one must prove “an interest in land” can be claimed.
A letter of intent was signed by Cattera Management Inc. to purchase Palm Holdings Canada Inc.’s property. Palm put the property on the market to resell, trying to get a higher price.
Carttera was permitted to apply for and register a certificate because:
1. The vendor had to agree there was a triable issue if parties had agreed on all terms of final agreement;
2. There was a trial issue as to whether purchaser could succeed (to purchase) or if a signed agreement (Statute of Frauds) was required.
3. There was a trial issue if purchaser could recover “specific performance” of land transfer (versus damages).
The court exercised its equitable jurisdiction and allowed Carttera to register the certificate and thereby tie up the property. (Carttera Management Inc. v. Palm Holdings Canada Inc., 2011)
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The plaintiff, a business entrepreneur, entered into a complicated partnership and land purchase agreements for a development venture. His solicitors assisted with the documentation and negotiations. The solicitor cautioned the plaintiff about entering the agreements, but he nevertheless proceeded.
Later the plaintiff drew out because of financial burdens that he could not afford. When he was sued, the plaintiff in turn sued his solicitor.
The court ruled that the cause of plaintiff’s loss was his decision to pull out. None of the legal documents were deficient, and the agreement that the plaintiff entered was properly and legally documented. The court ruled that the solicitor did not cause any loss suffered by the plaintiff. (3557537 Canada Inc. v. Howard, 2011)
Donald Lapowich, Q.C. is a partner at the law firm of Koskie, Minsky in Toronto, where he practices civil litigation, with a particular emphasis n real estate litigation and mediation, acting for builders, real estate agents and lawyers.
