Casano v. C & K Express Inc., (1991) 4 B.C.A.C. 316 (CA)

• Judge: McEachern, C.J.B.C., Gibbs and Hollinrake, JJ.A.
• Court: Court of Appeal (British Columbia)
• Case Date: June 20, 1991
• Jurisdiction: British Columbia
• Citations: (1991), 4 B.C.A.C. 316 (CA)

Casano v. C&K Express Inc. (1991), 4 B.C.A.C. 316 (CA);

    9 W.A.C. 316

MLB headnote and full text

James Casano and Delbrook Transport Ltd. (plaintiffs/respondents) v. C & K Express Inc. (defendant/appellant)

(CA012439)

Indexed As: Casano v. C & K Express Inc.

British Columbia Court of Appeal

McEachern, C.J.B.C., Gibbs and Hollinrake, JJ.A.

July 2, 1991.

Summary:

Casano agreed to sell his corporate shares. The parties reached an impasse on a question of assurances to the buyer respecting encumbrances. The seller purported to cancel the agreement and sued for damages.

The trial court gave judgment to the seller for $52,000. The buyer appealed.

The British Columbia Court of Appeal allowed the appeal. The court held that the parties abandoned the agreement and ordered the return of the shares to the seller and the return of any payments to the buyer.

Company Law - Topic 5844

Sale of shares - Payment - Duties of buyer - [see Sale of Goods - Topic 6084 ].

Contracts - Topic 3641

Performance - Abandonment, effect of - Casano agreed to sell his corporate shares - The parties reached an impasse on a question of assurances to the buyer respecting encumbrances - Both parties suggested non-contractual solutions that were not accepted - The British Columbia Court of Appeal held that both parties abandoned the agreement - The court held that the buyer had to return the shares and the seller had to return any payments made, in the absence of a deposit of forfeiture clause (see paragraphs 18 to 20).

Sale of Goods - Topic 6084

Performance of contract - Payment - Buyer's duty - Casano agreed to sell all his corporate shares so that the buyer could use the corporation's motor carrier licence - The parties reached an impasse on a question of assurances to the buyer respecting encumbrances - The seller then suggested that the purchase price be paid to a lawyer upon the lawyer's undertaking to use the purchase price to pay existing debts and then deliver the shares to the buyer - The British Columbia Court of Appeal stated that the buyer was not required to accept such a plan because of the attendant risks (see paragraph 11).

Cases Noticed:

Norfolk v. Aikens (1989), 41 B.C.L.R.(2d) 145, folld. [para. 11].

Ginter v. Chapman and Keen (1967), 60 W.W.R.(N.S.) 385, affd. (1969), 64 W.W.R.(N.S.) 292 (S.C.C.), refd to. [para. 18].

Cronholm v. Cole, [1928] 3 D.L.R. 321 (S.C.C.), refd to. [para. 21].

Counsel:

J.B. Rotstein, for the appellant;

   D.I. McBride, for the respondent.

This appeal was heard by McEachern, C.J.B.C., Gibbs and Hollinrake, JJ.A., of the British Columbia Court of Appeal at Vancouver, B.C., on June 20, 1991. The decision of the court was delivered by McEachern, C.J.B.C., on July 2, 1991.