Century 21 Campbell Munro Ltd. v. S & G Estates Ltd., (1992) 54 O.A.C. 315 (DC)

• Judge: Campbell, Farley and Webber, JJ.
• Court: Ontario Court of Justice General Division (Canada)
• Case Date: June 24, 1991
• Jurisdiction: Ontario
• Citations: (1992), 54 O.A.C. 315 (DC)

Century 21 v. S&G Estates Ltd. (1992), 54 O.A.C. 315 (DC)

MLB headnote and full text

Century 21 Campbell Munro Ltd. (plaintiff/respondent) v. S & G Estates Ltd. (defendant/appellant)

(No. 1577/86)

Indexed As: Century 21 Campbell Munro Ltd. v. S & G Estates Ltd.

Ontario Court of Justice

General Division

Divisional Court

Campbell, Farley and Webber, JJ.

February 25, 1992.

Summary:

S & G Estates, the seller, agreed to sell a lot of land for $100,000. However, before closing the seller repudiated and a new price of $108,855 was agreed upon. The buyer sued to recover the additional $8,855 on the ground of unconscionability.

The trial court allowed the buyer's action because the seller used economic leverage and did not show substantial fairness. The seller appealed.

The Ontario Divisional Court allowed the appeal because commercial agreements between businessmen should not be set aside on grounds of unconscionability.

Contracts - Topic 1585

Formation of contract - Consent - Duress defined - The Ontario Divisional Court stated that economic pressure does not amount to duress unless there is a coercion of will to the point that the payment or contract was not a voluntary act (see para­graph 8).

Contracts - Topic 9275

Unconscionable transactions relief - Per­sons not entitled to relief, experienced businessmen - A seller of land repudiated the contract before closing but the parties, both experienced businessmen, reached a new agreement including an increase in the purchase price - The buyer claimed a re- turn of the increase in purchase price on the ground of unconscionability - The Ontario Divisional Court dismissed the claim - The court stated that in the absence of fraud, duress, undue influence or misrepresentation, it is error to place a burden on a businessman to show substan­tial fairness in a commercial transaction (see paragraph 10.)

Cases Noticed:

Pao On v. Lau Yiu, [1979] 3 All E.R. 65 (P.C.), refd to. [para. 8].

Stott v. Merit Investment Corp. (1988), 25 O.A.C. 174; 63 O.R.(2d) 545, refd to. [para. 8].

Ronald Elwyn Lister Ltd. v. Dunlop Canada Ltd. (1979), 27 O.R.(2d) 168 (C.A.), refd to. [para. 10].

Gordon v. Roebuck (1989), 71 O.R.(2d) 201 (H.C.), refd to. [para. 10].

Wallace v. Toronto-Dominion Bank (1983), 41 O.R.(2d) 161 (C.A.), refd to. [para. 10].

Counsel:

Robert Micheli, for the plaintiff;

John Pichelli, for the defendant.

This appeal was heard by Campbell, Farley and Webber, JJ., of the Ontario Divisional Court on June 24, 1991. The decision of the court was delivered by Campbell, J., on February 25, 1992.