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Contract - Formation (2). De Bartolo v. Initiatives Canada Corporation
In De Bartolo v. Initiatives Canada Corporation (Ont CA, 2026) the Ontario Court of Appeal dismissed an appeal of a contract formation issue, here where the plaintiff lawyer was retained by corporations but not by the sole director:[4] The trial judge concluded that there was no contract between Antonio and Roberto.
[5] He found that there was no offer because there was no “complete statement of the terms on which the offeror is prepared to deal, made with the intention that it be open for acceptance by the offeree”, citing Richter v McKeachie, 2009 BCSC 288, at para 30. From the beginning of the retainer, Alberto knew that the monies were coming from the legal defence fund managed by Kepes. In the trial judge’s view, a reasonable person, hearing Roberto’s words or reading his emails would understand that, “at most”, Roberto was offering to top up Antonio’s retainer until Kepes transferred monies from the legal defence fund.
[6] The trial judge also found there to have been no unequivocal acceptance by Antonio. He noted that Antonio had merely referred to Roberto’s offer as a “great suggestion” in his February 12, 2014 email. In the trial judge’s view, a reasonable person would not conclude that Antonio now saw himself in a contractual relationship with Roberto.
[7] The trial judge also held that Roberto’s promise could not be a guarantee of ICC’s debt. For the same reasons there was no contract, there could be no guarantee. Additionally, any guarantee had to be in writing in order to be enforceable: Statute of Frauds, R.S.O. 1990, c. S.19, s. 4.
[8] In our view, the appellant’s arguments on appeal are largely the same arguments made at trial. The appellant asks this Court to replace the findings of fact, and mixed fact and law, of the lower Court, which is not our role.
[9] The trial judge correctly instructed himself on the test as to whether a contract had been made, and concluded, based on the evidence, that the essential elements of offer and acceptance had not been met. We see no palpable or overriding errors in the trial judge’s factual findings, which were open to him on the record, or any error in his legal conclusions. . Bridging Finance Inc. v. Sharpe [geographical formation]
In Bridging Finance Inc. v. Sharpe (Ont CA, 2026) the Ontario Court of Appeal dismissed an appeal, here where "the motion judge found that jurisdiction simpliciter was established over the dispute. The motion judge also determined, on a forum non conveniens analysis, that Ontario is the most appropriate and convenient jurisdiction for the actions."
Here the court considers where - geographically - a contract is formed:[32] When contracting parties are in different jurisdictions, the contract will be formed in the jurisdiction where the last essential act of contract formation, such as acceptance, took place: Cassels Brock, at para. 40. The evidence on the motion establishes that the last act in the settlement of the Trust was the signature of the Sharpes, placed on the document in Ontario. . Bridging Finance Inc. v. Sharpe [appellate SOR]
In Bridging Finance Inc. v. Sharpe (Ont CA, 2026) the Ontario Court of Appeal dismissed an appeal, here where "the motion judge found that jurisdiction simpliciter was established over the dispute. The motion judge also determined, on a forum non conveniens analysis, that Ontario is the most appropriate and convenient jurisdiction for the actions."
Here the court states the appellate SOR for issues of contract formation:[17] .... The question of whether a contract is formed is a question of law reviewable on a correctness standard: Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53, [2014] 2 S.C.R. 633, at para. 53; Sinclair, at para. 41.
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