Agreement of Purchase and sale

The agreement of purchase and sale with respect to real estate is a contract. The agreement brings with it all the obligations, responsibilities, and procedures of contract law. The elements of a binding contract, being offer, acceptance, exchange of consideration, and the meeting of the minds, must be in writing to comply with the Statute of Frauds.

Contracts :

The rights of the parties are governed by the contract entered between them. The contract is to be read as a whole, giving the words used their ordinary and grammatical meaning, consistent with the surrounding circumstances known to the parties at the time of formation of the contract. The overriding concern is to determine the intent of the parties and the scope of their understanding. No contract is made in a vacuum: there is always a setting in which they must be placed. In a commercial contract it is certainly right that the court should know the commercial purpose of the contract and this in turn presupposes knowledge of the genesis of the transaction, the background, the context, the market in which the parties are operating. The meaning of words is often derived from several contextual factors, including the purpose of the agreement and the nature of the relationship created by the agreement. The meaning which a document (or any other utterance) would convey to a reasonable man is not the same thing as the meaning of its words. The meaning of words is a matter of dictionaries and grammars; the meaning of the document is what the parties using those words against the relevant background would reasonably have been understood to mean. Contractual interpretation involves issues of mixed fact and law as it is an exercise in which the principles of contractual interpretation are applied to the words of the written contract, considered considering the factual matrix.

Blue Pencil Approach-Severance of provisions of contract without declaring the whole contract void.

The blue-pencil approach is understood both as a test of the availability of severance to remedy contractual illegality and as a technique for effecting severance. The blue-pencil approach as a test of the appropriateness of severance requires a consideration of whether an illegal contract can be rendered legal by striking out (i.e., by drawing a line through) the illegal promises in the agreement. The resulting set of legal terms should retain the core of the agreement. If the nature or core of the agreement is disturbed, then on this test the illegal clause in the contract is not a candidate for severance and the entire contract is void. The blue-pencil approach as a technique of effecting severance involves the actual excision of the provisions leading to the illegality, leaving those promises untainted by the illegality to be enforced. The following four factors play a vital role in deciding between partial enforcement and declaring a contract void ab initio: (i) whether the purpose or the policy of s. 347 would be subverted by severance; (ii) whether the parties entered into the agreement for an illegal purpose or with an evil intention; (iii) the relative bargaining positions of the parties and their conduct in reaching the agreement; and (iv) whether the debtor would be given an unjustified windfall.

Agreement of Purchase and Sale in Ontario

The standard agreement of purchase and sale in the province of Ontario, Canada is as per the format provided by Ontario Real Estate Association (OREA). Form 100 is prevalent for use in Ontario.

Time Essence:

Real estate closings often have a domino effect. Funds received on closing are often required immediately for other purposes. The failure to close can have untold downstream effects. That is one reason for including a time is of the essence clause. a time is of the essence clause “means that a time limit in an agreement is essential such that breach of the time limit will permit the innocent party to terminate the contract. The Purchaser missed the closing date by a day. That is enough to put an end to the contract. His failure to come up with the funds for closing on the date set for closing effectively terminated the agreement at a time when the [Purchaser] was not ready, willing, and able to close. Time Limits: Time shall in all respects be of the essence hereof provided that the time for doing or completing of any matter provided for herein may be extended or abridged by an agreement in writing signed by Seller and Buyer or by their respective lawyers who may be specifically authorized in that regard.

Jurisdiction of court:

The determination of rights that depend on the interpretation of a deed, will, contract or other instrument, or on the interpretation of a statute, order in council, regulation or municipal by-law or resolution can be brought by way of application in the competent court of Justice. An application can provide an expeditious, cost-effective, and fair way of determining a contractual dispute. reported cases have permitted the issue of forfeiture of a deposit to proceed on affidavit evidence. By analogy, proceeding by way of affidavits to determine the issues of whether the buyer breached the APS and whether the deposit should be forfeited is a fair and proportionate approach in the circumstances of this case.

Defence of non-est factum

The said defence is not available to a party who did not exercise reasonable care by failing to read a document before signing it:

Undue Influence

Undue influence requires the person so asserting to prove: (1) an improvident bargain; and (2) inequality in bargaining power.

Good Faith& Bad Faith

Good faith meant sticking to the contract, not bending the contract – even just a little bit – to one side’s will. A vendor of property is under a duty to act in good faith and to take all reasonable steps to complete the sale. It is not an act of bad faith to insist that the closing of a transaction take place on the date set out in the agreement. It does not constitute bad faith for a party to retain a deposit when the contract is not performed. The doctrine of good faith traces its history to Roman law and found acceptance in early English contract law. Considerations of good faith are apparent in doctrines that expressly consider the fairness of contractual bargains, such as unconscionability. This doctrine is based on considerations of fairness and preventing one contracting party from taking undue advantage of the other: The first step is to recognize that there is an organizing principle of good faith that underlies and manifests itself in various more specific doctrines governing contractual performance. That organizing principle is simply that parties generally must perform their contractual duties honestly and reasonably and not capriciously or arbitrarily. Canadian common law in relation to good faith performance of contracts is piecemeal, unsettled, and unclear. Two incremental steps are to make the common law more coherent and more just. The first step is to acknowledge that good faith contractual performance is a general organizing principle of the common law of contract which underpins and informs the various rules in which the common law, in various situations and types of relationships, recognizes obligations of good faith contractual performance. The second step is to recognize, as a further manifestation of this organizing principle of good faith, that there is a common law duty which applies to all contracts to act honestly in the performance of contractual obligations. Taking these two steps will put in place a duty that is just, that accords with the reasonable expectations of commercial parties and that is sufficiently precise that it will enhance rather than detract from commercial certainty. There is an organizing principle of good faith that parties generally must perform their contractual duties honestly and reasonably and not capriciously or arbitrarily. An organizing principle states in general terms a requirement of justice from which more specific legal doctrines may be derived. An organizing principle therefore is not a free-standing rule, but rather a standard that underpins and is manifested in more specific legal doctrines and may be given different weight in different situations. It is a standard that helps to understand and develop the law in a coherent and principled way. The organizing principle of good faith exemplifies the notion that, in carrying out his or her own performance of the contract, a contracting party should have appropriate regard to the legitimate contractual interests of the contracting partner. While “appropriate regard” for the other party’s interests will vary depending on the context of the contractual relationship, it does not require acting to serve those interests in all cases. It merely requires that a party not seek to undermine those interests in bad faith. This general principle has strong conceptual differences from the much higher obligations of a fiduciary. Unlike fiduciary duties, good faith performance does not engage duties of loyalty to the other contracting party or a duty to put the interests of the other contracting party first. This organizing principle of good faith manifests itself through the existing doctrines about the types of situations and relationships in which the law requires, in certain respects, honest, candid, forthright or reasonable contractual performance. Generally, claims of good faith will not succeed if they do not fall within these existing doctrines. However, this list is not closed. The application of the organizing principle of good faith to situations should be developed where the existing law is found to be wanting and where the development may occur incrementally in a way that is consistent with the structure of the common law of contract and gives due weight to the importance of private ordering and certainty in commercial affairs. The approach of recognizing an overarching organizing principle but accepting the existing law as the primary guide to future development is appropriate in the development of the doctrine of good faith. Good faith may be invoked in widely varying contexts and this calls for a highly context-specific understanding of what honesty and reasonableness in performance require toconsider the legitimate interests of both contracting parties. The principle of good faith must be applied in a manner that is consistent with the fundamental commitments of the common law of contract which generally places great weight on the freedom of contracting parties to pursue their individual self-interest. In commerce, a party may sometimes cause loss to another — even intentionally — in the legitimate pursuit of economic self-interest. Doing so is not necessarily contrary to good faith and in some cases has been encouraged by the courts based on economic efficiency. The development of the principle of good faith must be clear not to veer into a form of ad hoc judicial moralism or “palm tree” justice. In particular, the organizing principle of good faith should not be used as a pretext for scrutinizing the motives of contracting parties. Under this new general duty of honesty in contractual performance, parties must not lie or otherwise knowingly mislead each other about matters directly linked to the performance of the contract. This does not impose a duty of loyalty or of disclosure or require a party to forego advantages flowing from the contract; it is a simple requirement not to lie or mislead the other party about one’s contractual performance. Recognizing a duty of honest performance flowing directly from the common law organizing principle of good faith is a modest, incremental step. This new duty of honest performance is a general doctrine of contract law that imposes as a contractual duty a minimum standard of honesty in contractual performance. It operates irrespective of the intentions of the parties and is to this extent analogous to equitable doctrines which impose limits on the freedom of contract, such as the doctrine of unconscionability. However, the precise content of honest performance will vary with context and the parties should be free in some contexts to relax the requirements of the doctrine so long as they respect its minimum core requirements. The duty of honest performance should not be confused with a duty of disclosure or of fiduciary loyalty. A party to a contract has no general duty to subordinate his or her interest to that of the other party. However, contracting parties must be able to rely on a minimum standard of honesty from their contracting partner in relation to performing the contract as a reassurance that if the contract does not work out, they will have a fair opportunity to protect their interests. The Supreme Court of Canada held that enunciating a general organizing principle of good faith and recognizing a duty to perform contracts honestly will help bring certainty and coherence to this area of the law in a way that is consistent with reasonable commercial expectations.

Readiness & Willingness

For a party to be entitled to specific performance, the party must show he or she is ready, willing, and able to close. While tender is the best evidence that a party is ready, willing, and able to close, tender is not required from an innocent party enforcing his or her contractual rights when the other party has clearly repudiated the agreement or has made it clear that they have no intention of closing the deal. In a contract where time is of the essence, where a plaintiff sues for specific performance, the plaintiff must show that he or she was ready, willing and able to close on the date fixed for closing, that the default of the defendant was in no way attributable to the plaintiff’s fault, and that he or she continues to be ready, willing and able to perform the contract. Affirmation of the contract may also be express or inferred from conduct. A party who presses for performance will be found to have affirmed the contract. Similarly, stating that one is ready, willing, and able to complete the transaction on the scheduled date demonstrates an intention to affirm the contract. To determine whether the contract has been affirmed, the court is to ask whether, in the circumstances of the case, a person in the shoes of the repudiating party reasonably would have understood that the innocent party was electing to keep the contract alive until the date of performance. Although tendering is one way of showing that a party is ready, willing, and able to close, it is not the only way. The law does not require tendering when it would be “a meaningless or futile gesture. While tender is the best evidence that a party is ready, willing, and able to close, tender is not required from an innocent party enforcing his or her contractual rights when the other party has clearly repudiated the agreement or has made it clear that they have no intention of closing the deal. Thus, when a party by words or conduct communicates a decision not to proceed to closing, the other party is released from any obligation to tender to prove he was ready, willing, and able to close. At common law, when a notice of default is provided, the validity of the termination of the APS depends, in part, upon whether the breach was remedied within the period specified in the notice.

Anticipatory Breach/Repudiation

For an innocent party to treat the agreement at an end for fundamental breach or repudiation, time must be of the essence. The commonly recited rule for time of the essence is that time may be insisted upon as of the essence only by a litigant: (a) who has shown himself or herself ready, desirous, prompt, and eager to carry out the agreement; (b) who has not been the cause of the delay or default; and (c) who has not subsequently recognized the agreement as still existing. When both contracting parties breach the contract, the contract remains alive with time no longer of the essence, but either party may restore time of the essence by giving reasonable notice to the other party of a new date for performance. An anticipatory breach arises when one party, whether by express language or implied conduct, repudiates the contract or evinces an intention not to be bound by the contract before performance is due. Repudiation can be by words or conduct evincing an intention not to be bound by the contract. Such an intention may be evinced by a refusal to perform, even though the party refusing mistakenly thinks that he is exercising a contractual right. To determine whether conduct amounts to a repudiation, the Court looks to whether a reasonable person would conclude that the breaching party no longer intends to be bound by the contract before performance is due. a mere request for an extension of time would not ordinarily amount to anticipatory repudiation. It is not the request for an extension that amounted to the purchaser’s anticipatory breach, but its refusal to close on the appointed date when the vendor refused the extension as it was entitled to do. There is no such thing as unilateral repudiation. To assess whether the party in breach has evinced such an intention, the court is to ask whether a reasonable person would conclude that the breaching party no longer intends to be bound by it. In determining whether the party in breach had repudiated or shown an intention not to be bound by the contract before performance is due, the court asks whether the breach deprives the innocent party of substantially the whole benefit of the contract. The test for anticipatory breach is an objective one based on a consideration of the surrounding circumstances: “a party can repudiate a contract without subjectively intending to do so.The person (or his or her solicitor) may believe when the statement is made that he or she has an excuse for non-performance and that it is the other party who is in breach of the contract. The characterization of the statement as an “anticipatory breach” [or “repudiation”] will then be made when the dispute goes to trial. When confronted by an anticipatory repudiation or breach, the innocent party has a right to elect to terminate the agreement or accept the repudiation as discharging the agreement. The effect of exercising the right to terminate the agreement relieves the party of any further obligation to perform its obligations under the contract and allows it to pursue damages for the breach of contract without the need to tender. Alternatively, the innocent party may treat the contract as subsisting, continue to press for performance and bring an action only when the promised performance fails to materialize. By choosing this latter option, however, the innocent party is bound to accept performance if the repudiating party decides to carry out its obligations. Thus, a repudiatory breach does not automatically bring an end to a contract. Rather, it confers a right upon the innocent party to elect to treat the contract at an end thereby relieving the parties from further performance. If the non-repudiating or innocent party does not accept the repudiation, then the repudiation has no legal effect. The acceptance of the repudiation must be clearly and unequivocally communicated, and that communication must be within a reasonable time. The communication may be express or inferred from conduct. An innocent party need not make its election immediately and may be given a reasonable period to decide whether to affirm the contract or accept the repudiation. However, in some cases the election to treat the contract at an end will be found to have been sufficiently communicated by the innocent party’s conduct an anticipatory breach occurs where one party to a contract repudiates the contract before performance is due. Repudiation may be by words or conduct. An anticipatory breach discharges the innocent party of its obligations under the contract and allows it to pursue damages without the need to tender. Affirmation of the contract may also be express or inferred from conduct. A party who presses for performance will be found to have affirmed the contract. Similarly, stating that one is ready, willing, and able to complete the transaction on the scheduled date demonstrates an intention to affirm the contract. To determine whether the contract has been affirmed, the court is to ask whether, in the circumstances of the case, a person in the shoes of the repudiating party reasonably would have understood that the innocent party was electing to keep the contract alive until the date of performance. If the anticipatory repudiation is not accepted by the innocent party, the agreement is kept alive, time remains of the essence and both parties remain bound to perform their obligations on the closing date. To take advantage of a time of the essence provision on the closing date and rely on the other party’s failure to close on the closing date, the innocent party must be itself ready, willing, and able to close on that date. Although tendering is one way of showing that a party is ready, willing, and able to close, it is not the only way. The law does not require tendering when it would be “a meaningless or futile gesture. While tender is the best evidence that a party is ready, willing, and able to close, tender is not required from an innocent party enforcing his or her contractual rights when the other party has clearly repudiated the agreement or has made it clear that they have no intention of closing the deal. Thus, when a party by words or conduct communicates a decision not to proceed to closing, the other party is released from any obligation to tender to prove he was ready, willing, and able to close. At common law, when a notice of default is provided, the validity of the termination of the APS depends, in part, upon whether the breach was remedied within the period specified in the notice. It is inequitable and the law does not permit a defaulting party to object to the lack or form of documents that would have been available on the Closing Date, despite not having requisitioned any closing documents, not prepared or cooperated in finalizing closing documents, not having a solicitor for the closing and later assert the agreement is at an end due to some technical, minor, temporary and curable breach in the documents required for closing. If the anticipatory repudiation was not accepted and neither party was ready, willing, or able to close on the closing date, then the following rule applies: a. when time is of the essence and neither party is ready to close on the agreed date, the agreement remains in effect; and b. either party may reinstate time of the essence by setting a new date for closing and providing reasonable notice to the other party.

Breach Remedied

At common law, when a notice of default is provided, the validity of the termination of the APS depends, in part, upon whether the breach was remedied within the period specified in the notice.

Deposits& Forfeiture

The deposit stands as security for the purchaser’s performance of the contract. The prospect of its forfeiture provides an incentive for the purchaser to complete the purchase. Should the purchaser not complete, the forfeiture of the deposit compensates the vendor for lost opportunity in having taken the property off the market in the interim, as well as the loss in bargaining power resulting from the vendor having revealed to the market the price at which the vendor had been willing to sell.The concept of a deposit is an exception to the ordinary rule that a sum forfeited on the breach of a contract is an unlawful penalty unless it represents a genuine pre-estimate of damages.Deposits are designed to motivate contracting parties to complete their bargains. It is importing that parties know with certainty that the terms of their contract will be enforced, particularly where it makes provision for something to happen if the contract is breached. A finding of unconscionability must be exceptional and strongly compelled on the facts of the case. The question of who gets the deposit is answered by a determination of AS to which of the party repudiated the contract. Upon default or repudiation by the buyer the vendor may retain the deposit as liquidated damages. When can it be said that a contract has been repudiated? It has been said that:Repudiation is conduct that demonstrates that a contracting party has absolutely renounced its contractual obligations.A party to a contract repudiates by clearly stating that he or she does not intend to perform his or her obligations under the contract. For any action or statement to be relied on as repudiation, it must be clear, absolute, and certain. Otherwise, any expressed uncertainty could be taken as repudiation, and it would be impossible (or at least risky) for a party to a contract to express concerns or seek assistance from the other party to address such concerns lest it be taken as repudiation.

Unconscionability

Unconscionability is not governed solely by the proportionality of the deposit to the price or damages. Other relevant factors include inequality bargaining power, a substantially unfair bargain, the relative sophistication of the parties the existence of good faith negotiations, the nature of the relationship between the parties the gravity of the breach and the conduct of the parties. While the categories of unconscionability are never closed, one common measure would be the proportionality of the deposit to the overall purchase price. 5% to 10% of purchase price is a standard sized deposit for a residential real estate purchase. In many cases, a purchaser who wishes to make a strong offer will provide a larger deposit of 15% to 20%. If purchasers were allowed to reclaim their deposits in a rising real estate market simply because the vendors resold the Property at a higher price, it would eviscerate the legal concept of a deposit, render contractual terms relating to the deposit meaningless and would remove any incentive that a deposit gives a purchaser to close the transaction. All that would inject considerable uncertainty into the residential real estate market. That is a market that benefits more from relatively clear rules that are well known in advance so parties can plan around them than it would benefit from highly individualized rules tailored on a case-by-case basis based on the sympathies of a particular judge. those circumstances must be exceptional and strongly compelling.

Relief from forfeiture

Where a buyer breaches the APS, they may attempt to pursue relief from forfeiture of the deposit money. The power to grant relief from forfeiture pursuant to Section 98 of the Courts of Justice Act, R.S.O.1990 is an equitable remedy and is purely discretionary: To obtain relief from forfeiture, the purchaser must establish: That the proposed forfeited sum is out of proportion to the damages suffered by the claimant, and That it would be unconscionable for the vendor to retain the deposit. A finding of unconscionability “must be an exceptional one, strongly compelled on the facts of the case. the analysis of unconscionability requires the court to step back and consider the full commercial context. It is well established law that where a buyer fails to fulfill their obligations pursuant to an APS, the deposit is forfeited to the seller without having to prove any damages. forfeiture of the deposit serves as compensation “for lost opportunity in having taken the property off the market in the interim, as well as the loss in bargaining power resulting from the vendor having revealed to the market the price at which the vendor had been willing to sell.” If a purchaser repudiates the agreement and fails to close a transaction, the deposit is forfeited without the requirement of the seller to prove damages caused by the breach. A deposit is not only part of the purchase price in the event the transaction completes, but also serves as security that motivates the buyer to complete the purchase.

Appropriate date for the assessment of damages

The following six propositions are relevant to the choice of the date for assessing damages for breach of an agreement of real estate: The basic principle for assessing damages for breach of contract applies: the award of damages should put the injured party as nearly as possible in the position it would have been in had the contract been performed. Ordinarily courts give effect to this principle by assessing damages at the date the contract was to be performed, the date of closing. The court, however, may choose a date different from the date of closing depending on the context. Three important contextual considerations are the plaintiff’s duty to take reasonable steps to avoid its loss, the nature of the property and the nature of the market. Assessing damages at the date of closing may not fairly compensate an innocent vendor who makes reasonable efforts to resell in a falling market. In some cases, the nature of the property – for example an apartment building – hampers the vendor’s ability to resell quickly. Thus, if the vendor takes reasonable steps to sell from the date of breach and resells the property in some reasonable time after the breach, the court may award the vendor damages equal to the difference between the contract price and the resale price, instead of the difference between the contract price and the fair market value on the date of closing. Therefore, generally, in a falling market the court should award the vendor damages equal to the difference between the contract price and the highest price obtainable within a reasonable time after the contractual date for completion following the making of reasonable efforts to sell the property commencing on that date. Where, however, the vendor retains the property to speculate on the market, damages will be assessed at the date of closing. The date of breach remains a starting point for the assessment of loss, modified only to the extent that the innocent party satisfies the court that a later date is appropriate on the ground that it is the first date upon which the party could reasonably have been expected to re-enter the market and mitigate its damages.

Case Law

1. 1179 Hunt Club Inc. v. Ottawa Medical Square Inc., 2019 ONCA 700
2. 2336574 Ontario Inc. v 1559586 Ontario Inc.
3. 473807 Ontario Ltd. v. TDL Group Ltd. (2006), 2006 CanLII 25404 (ON CA)
4. 642947 Ontario Ltd. v. Fleischer, 2001 CanLII 8623
5. Adusei v. Ravindra, 2024 ONSC 432 (CanLII)
6. Akelius Canada Ltd. v. 2436196 Ontario Inc., 2022 ONCA 259
7. Ali v. O-Two Medical Technologies Inc., 2013 ONCA 733
8. Azzarello v. Shawqi, 2019 ONCA 820
9. Benedetto v. 2453912 Ontario Inc., 2019 ONCA 149
10. Bhasin v. Hrynew, 2014 SCC 71 (CanLII)
11. Chandran et al v. Pannu et al., 2022 ONSC 3278 (CanLII),
12. Chapman v. Ginter 1968 CanLII 72(SCC),
13. Ching v. Pier 27 Toronto Inc., 2021 ONCA 551
14. Dada v. Brantford Communities Ltd., 2018 ONCA 209
15. Dar v. The Yards Corporation, 2018 ONSC 5043
16. Di Millo v. 2099232 Ontario Inc., 2018 ONCA 1051
17. Domicile Developments Inc. v. MacTavish, 1999 CanLII 3738
18. Forest Hill Homes (Cornell Rouge) Limited v. Ou, 2019 ONSC 4332
19. Fram Elgin Mills 90 Inc. v. Romandale Farms Limited, 2021 ONCA 201
20. Gold Leaf Garden Products Ltd. v. Pioneer Flower Farms Ltd., 2015 ONCA 365
21. Guarantee Co. of North America v. Gordon Capital Corp., 1999 CanLII 664 (SCC)
22. W. Liebig Co. v. Leading Investments Ltd., 1986 CarswellOnt 671 (SCC),
23. Hatami v. 1237144 Ontario Inc., 2018 ONSC 668
24. Kalis v. Pepper, 2015 ONSC 453
25. Kingdom Construction Limited v. Regional Municipality of Niagara, 2018 ONSC 29
26. Kloepfer Wholesale Hardware and Automotive Co. v. Roy, 1952 CanLII 8 (SCC)
27. McCallum v. Zivojinovic (1977), 1977 CanLII 1151(ON CA),
28. Mira Design Co. v Seascape Holding Limited,1979 CanLII 1866
29. Mouralian v. Grouleau, 2022 ONSC 2925
30. Neumann v. Chudjak Estate, 2001 BCSC 957
31. Nguyen v. Hu, 2022 ONSC 2666
32. Nutzenberger v. Mert, 2021 ONSC 36
33. Parc Downsview Park Inc. v. Penguin Properties Inc., 2018 ONCA 666
34. Place Concorde East Limited Partnership v. Shelter Corporation of Canada, 2006 CanLII 16346
35. Pompeani v. Bonik Inc. (1997), 1997 CanLII 3653(ONCA),
36. Pompeani;  Bethco Ltd. v. Clareco Canada Ltd. (1985), 1985 CanLII 2252(ON CA)
37. Rahbar et al. v. Parvizi et al., 2022 ONSC 2136
38. Rahbar v. Parvizi, 2023 ONCA 522
39. Redstone Enterprises Ltd. v. Simple Technology Inc., 2017 ONCA 282.
40. Remedy Drug Store Co. Inc. v. Farnham, 2015 ONCA 576
41. Sansalone v. Qiu, 2022 ONSC 286
42. Saskatchewan River Bungalows Ltd. v. Maritime Life Assurance Co., [1994], 2. S.C.R. 490 (S.C.C.).
43. Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53
44. Shaghayagh Chiti Zadeh v. Alireza Khaibari also known as Alireza Khibari And Homelife Landmark Realty Inc., Brokerage, 2018 ONSC 4667 (CanLII)
45. Spirent Communications of Ottawa Limited v. Quake Technologies (Canada) Inc., 2008 ONCA 92
46. Time Development Group Inc. (In trust) v. Bitton, 2018 ONSC 4384
47. Toscano v. Toscano, 2015 ONSC 487
48. Transport North American Express Inc. v. New Solutions Financial Corp., 2004 SCC 7 (CanLII)
49. Yamada v. Joseph-Walker, 2023 ONSC 1725 (CanLII),
50. William E. Thomson Associates Inc. v. Carpenter ,1989 CanLII 185 (ON CA)
51. Wu v. Charles, 2024 ONSC 947 (CanLII)

  Disclaimer – This publication has been carefully prepared, but it has been written in general terms and should be seen as broad guidance only. The publication cannot be relied upon to cover specific situations and you should not act, or refrain from acting, upon the information contained therein without obtaining specific professional advice. Please seek for professional advice to discuss these matters in the context of your circumstances. The author, its partners, employees, and agents do not accept or assume any liability or duty of care for any loss arising from any action taken or not taken by anyone in reliance on the information in this publication or for any decision based on it.

Rajinder Goyal
Advocate, Barrister & Solicitor
Former Additional Advocate General, Punjab FROM THE LAW OFFICE OF: –
GOYAL CHAMBERS OF LAW
Advocate, Barrister & Solicitor& Consultant
Office High Court: Chamber No.71, Lawyers Chamber, Chandigarh
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