Case information

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Case summaries are prepared by the Office of the Registrar of the Supreme Court of Canada (Law Branch). Please note that summaries are not provided to the Judges of the Court. They are placed on the Court file and website for information purposes only.

Contracts – Breach of contract – Damages – Specific performance – Punitive damages – Fraud – Conspiracy – Whether the B.C. courts erred in awarding damages for loss of profit in addition to granting specific performance to convey property with abatement – Whether the B.C. courts erred in awarding damages for breach of covenants when granting specific performance.

Le Soleil Hotel is a boutique strata title development in the downtown core of Vancouver, consisting of residential and commercial strata lots. Most of the residential strata lots were included in the hotel's operations, however some were owned by individuals which had been purchased from the hotel's developer and leased back to enable hotel operations. Dr. Andrew Louie, through numbered companies (the “Louie Group”), owned the commercial lots, which he leased back the hotel restaurant, and controlled a number of residential strata lots. After disagreements with the hotel operator, the Louie Group removed their units from the hotel rental pool and, through 567 Hornby Apartment Ltd. and its owner Syed Nomani (the “Nomani Group”), began to operate a competing hotel operation within Le Soleil. In addition, the Louie Group supported the efforts of an owners group to gain control of the hotel. Le Soleil concluded that the Louie Group and the Nomani Group were working to oppose them and it commenced an action against them and applied for an injunction restraining the Louie Group from acting against it. Prior to the hearing, the parties reached a settlement which resulted in a letter of intent, providing for the lease of the Louie Group's units to Le Soleil as well as an option to purchase them, a modification of the restaurant lease, a covenant to refrain from supporting litigation contrary to the Le Soleil's interests and the discontinuance of the litigation. Shortly after the letter of intent was concluded the Louie Group declined to follow its terms and Le Soleil commenced an action to enforce the letter of intent (the “Settlement Agreement Action”). 567 Hornby Apartment also commenced an action seeking a declaration that the rights of first refusal to purchase the Louie Group’s lots it claimed to hold were valid and unaffected by the letter of intent (the “RFR Action”). The rights of first refusal were allegedly drafted and executed prior to the settlement negotiations which led to the letter of intent. Le Soleil filed a counterclaim in which it claimed that the Nomani Group and the Louie Group conspired to defeat their rights under the letter of intent and fabricated the rights of first refusal documents.

In the Settlement Agreement Action, the B.C. Supreme Court allowed Le Soleil’s action, and ordered specific performance of the option to purchase the strata lot units at an aggregate purchase price of $4,915,012.60, ordered the Louie Group to pay damages in the amount of $1,967,305.31, plus legal expenses incurred by Le Soleil in connection with other related litigation, and awarded special costs of the action against the Louie Group and the Nomani Group. In the RFR Action, the trial judge dismissed the claim of the Nomani Group, awarded punitive damages on Le Soleil's counterclaim against the Louie Group and the Nomani Group in the amount of $100,000 each, and awarded special costs of the action against the Louie Group and the Nomani Group. The Court of Appeal dismissed the appeals.

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