Case information

Property — Immovables — Promise of sale — Transaction deadline — Strict time limit — Standard of appellate review — Factual determinations of trial judge — Whether court of appeal can simply substitute its assessment of evidence and conduct trial de novo — Whether court of appeal can review credibility of witnesses and choose certain pieces of evidence and omit others to reverse trial findings — In face of strict time limit in promise of sale or any contract, whether party that benefits from it can avail itself of it when that party is responsible for failure to comply with that time limit — Whether strict time limit becomes meaningless when parties continue negotiations — Whether application to compel transfer of title must necessarily be preceded by formalities to be valid — Whether party can simply commence legal proceeding to assert its right with respect to immovable — Civil Code of Québec, art. 1712.

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.

In the summer of 2015, the applicant Fiducie Alfa (Alfa) and the respondent, So Bel Investments inc. (So Bel), entered into a promise to purchase lands. On September 23, 2015, Alfa proceeded to lift conditions and paid So-Bel the non refundable deposit set out in the promise. Because Alfa had difficulty getting the money needed to complete the transaction, the date on which the act of sale was expected to be signed was postponed three times. Indeed, the promise to purchase provided the date of February 20, 2016, a first addendum postponed the transaction date to March 30, 2016, and a second addendum postponed the transaction date to August 15, 2016. The two addenda explicitly stated that those time limits were strict. On July 29, 2016, by way of a demand letter, So-Bel reminded Alfa that the transaction was to close by August 15, 2016. On August 15, 2016, neither party appeared at the notary’s office for the signing of the act of sale. On August 16, 2016, So-Bel, through its lawyers, informed Alfa that the parties were no longer bound by the promise of sale because of the failure to appear before the notary to close the transaction the day before. On August 30, Alfa’s representatives transmitted to So Bel’s representatives a draft act of sale as well as a notification to appear at the notary’s office on September 2 in order to proceed with the signing of the act. On September 2, 2016, no representative from So Bel appeared at the notary’s office to sign the act of sale. On September 2, 2016, Alfa filed with the Superior Court an originating application to compel transfer of title in order to be declared owner of the lands at issue. On September 8, 2016, So Bel filed with the Superior Court an originating application to strike the notice of advance registration against the lands. The proceedings were consolidated on November 8, 2016. The Superior Court allowed Alfa’s action to compel transfer of title and dismissed So Bel’s application to strike a notice of advance registration. The Court of Appeal allowed the appeal and set aside the trial judgment.