Joint ventures are a common and often lucrative structure in Ontario’s commercial real estate sector. They allow multiple parties, whether individuals, corporations, or institutional investors, to pool resources, share risks, and access opportunities that might otherwise be out of reach. But while these arrangements offer many benefits, they are not without risk. The legal, financial, […]
Category Archives: Purchase & Sale Litigation
Court of Appeal Considers Whether An Open Building Permit Entitles A Party To Terminate An Agreement of Purchase And Sale
The standard form agreement of purchase and sale for the property includes a clause permitting the buyer to require that the seller remove or remedy “any valid objection to title or … any outstanding work order or deficiency notice.” Recently, this clause was interpreted by the Court of Appeal in EPRF Holdings Limited v. Fergus […]
Partners May Be Deemed To Owe Each Other Legal Obligations Even Within A Family Context
The recent case of Ioannidis v. Ioannidis is a useful reminder of the legal implications of carrying on business in a partnership, even between family members. The Three Legal Elements Essential to a Partnership Before reviewing the case, it is helpful to remember when someone will generally be deemed to constitute a “partner” for the […]
Calculating Damages For A Failed Real Estate Purchase
We previously wrote about the date at which losses are to be assessed for the purpose of determining damages in the context of failed real estate transactions. In The Rosseau Group Inc. v. 2528061 Ontario Inc., the Ontario Court of Appeal recently reviewed the normal measure of calculating damages in such a scenario. The case […]
Loss of Profit Not Included in Damages for Breach of Commercial Real Estate Contract
When assessing damages for breach of contract, the date at which the losses are assessed can have a significant impact on the final award for damages. For example, if two parties were to enter into a contract for the sale of raw materials for a discounted price, and the seller failed to close the transaction, […]
Excessive Delay Dismissal Saved by the Counterclaim
Efficiency and finality in legal matters require respect for, and enforcement of, the agreed-upon rules including any set or procedural time limits. Yet at the same time, it is desirable to ensure the merits of each dispute are given their due. How much delay in a proceeding or transaction is considered “too much”? When is […]
Forfeited Deposits in a Commercial Real Estate Transaction
The Ontario Court of Appeal (“ONCA”) recently dealt with the issue of a claim for the return of a deposit in a commercial real estate transaction in Benedetto v. 2453912 Ontario Inc. The appellant, who had made the deposit, argued that the pre-incorporation contract made pursuant to s. 21 of Ontario’s Business Corporations Act (“OBCA”), […]
Purchase and Sale Disputes: Real Estate Dimensions & Deposits
It is customary for the purchaser of real estate (both commercial and residential) to make a deposit to be held in trust and eventually applied to the purchase price on completion of the transaction. The deposit is often held by the vendors real estate agent in trust. Issues, however, can arise if and when the […]