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Contracts - Satisfaction of Conditions. VanderMolen Homes Inc. v. Mani
In VanderMolen Homes Inc. v. Mani (Ont CA, 2025) the Ontario Court of Appeal dismissed an appeal, here from a successful summary judgment by the plaintiff developer under a new home APS.
Here the court considered the role of satisfaction of conditions in finalizing the APS contract:The trial judge did not err in finding the agreement was binding
[19] Regarding the first issue on appeal, the appellants argue that the motion judge failed to appreciate that the agreement of purchase and sale of the home never became a firm and binding contract because it was conditional. As such, they argue that the motion judge’s reliance upon Coffey as an “analogous case” is misplaced because that case concerned a firm contract.
[20] We do not find this argument persuasive because the appellants subsequently delivered notice of fulfilment of conditions and paid the second deposit on January 26, 2022. The motion judge found the agreement of purchase and sale became binding on that date. For this reason, the motion judge appropriately distinguished Firoozi as that case dealt with an agreement of purchase and sale of a franchise that had several uncertainties, including a lack of resolution regarding the terms of the mortgage.
[21] According to Bawitko Investments Ltd. v. Kernels Popcorn Ltd. (1991), 1991 CanLII 2734 (ON CA), 79 D.L.R. (4th) 97 (Ont. C.A.), which was relied upon in Firoozi, “when the original contract is incomplete because essential provisions ... have not been settled or agreed upon; or the contract is too general or uncertain ... or the understanding or intention of the parties ... is that their legal obligations are to be deferred, the original or preliminary agreement cannot constitute an enforceable contract”: at pp. 103-104. In this case, the motion judge found that the contract had been agreed upon as of January 26, 2022, and that the parties understood their specific obligations under the agreement of purchase and sale had crystallized at that point in time. We add that Firoozi also dealt with a condition precedent where fulfilment depended entirely upon the will of a third party (approval by the franchisor), which further undermines its applicability to this appeal.
[22] For these reasons, we reject the appellants’ submission that the trial judge erred in finding the agreement between the parties was binding.
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