Thi Phuc Nguyen v. James Zaza, et al.
(Ontario) (Civil) (By Leave)
Property — Real property — Contracts — Performance — Good faith — Parties reaching agreement for purchase and sale of residential property but failing to close transaction — Motion judge granting sellers’ motion for summary judgment, dismissing buyer’s claim, and ordering forfeiture of buyer’s deposit — Appeal court upholding decision and dismissing buyer’s appeal — Whether good faith and honest performance of contractual obligation is stand-alone principle, or inclusionary and secondary principle coupled with already established doctrine — Whether Court of Appeal was correct in holding that agreement of purchase and sale not entered into by title holder is valid and enforceable — What principles should be applied to resolve issues of non-disclosure of title transfer and of purchaser’s reliance on agreement of purchase and sale — Whether providing amendment to agreement two hours before closing is reasonable notice pursuant to doctrine of good faith and honest performance of contractual obligations — Whether principle of good faith and honest performance, inclusive of ancillary principles of reliance and reasonable expectations, should be applied to issues raised in courts below.
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The applicant and the respondents reached an agreement for the purchase and sale of a residential property, but the parties did not close the transaction. Each side claimed the other was at fault. The applicant/buyer registered a caution on title to the property, and issued a statement of claim, seeking a declaration that the agreement was binding and that the respondents had breached the terms of sale, an order for specific performance and damages. A certificate of pending litigation was placed on the title to the property. The respondents/sellers counterclaimed for forfeiture of the buyer’s deposit, and brought a motion for summary motion.
A motion judge at the Superior Court of Justice granted the respondents’ summary judgment motion; she dismissed the applicant’s claim, granted the respondents’ counterclaim, ordered forfeiture of the applicant’s deposit to the respondents, and removed the caution and certificate of pending litigation on the property. The Court of Appeal unanimously upheld these orders and dismissed the applicant’s appeal from the motion judge’s decision.
Lower Court Rulings
Ontario Superior Court of Justice
2022 ONSC 4077, CV-21-004225
Court of Appeal for Ontario
2023 ONCA 34, C70900
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