Dynamic Transport Ltd. v. O.K. Detailing Ltd., (1978) 9 A.R. 308 (SCC)

• Judge: Laskin, C.J.C., Martland, Ritchie, Pigeon and Dickson, JJ.
• Court: Supreme Court (Canada)
• Case Date: May 01, 1978
• Jurisdiction: Canada (Federal)
• Citations: (1978), 9 A.R. 308 (SCC)

Dynamic Transport Ltd. v. OK Detailing (1978), 9 A.R. 308 (SCC)

MLB headnote and full text

Dynamic Transport Ltd. v. O.K. Detailing Ltd.

Indexed As: Dynamic Transport Ltd. v. O.K. Detailing Ltd.

Supreme Court of Canada

Laskin, C.J.C., Martland, Ritchie, Pigeon and Dickson, JJ.

May 1, 1978.

Summary:

This case arose out of a claim by a purchaser for specific performance of an agreement for the sale of commercial land. The agreement of sale made between the parties described the lot to be conveyed as "part of SW-25-52-24-W4 ... 25x80-bldg (4) four acres of land more or less." The seller refused to complete. In the purchaser's action for specific performance of the agreement for sale the seller claimed that the agreement was unenforceable because the description of the land was vague. The Alberta Supreme Court, Trial Division, allowed the purchaser's action for specific performance. The seller appealed. The Alberta Court of Appeal in a judgment unreported in this series of reports allowed the appeal. The Court of Appeal held that the agreement was unenforceable, because the description of the land was insufficient. The purchaser appealed.

The Supreme Court of Canada allowed the appeal and ordered specific performance of the agreement or damages in lieu of specific performance in the amount of the difference between the purchase price and the present increased value of the land. The Supreme Court of Canada held that with the aid of parol evidence the lot to be conveyed could be sufficiently identified. See paragraphs 7 to 13.

Sale of Land - Topic 1452

The contract - Form and content of agreement for sale - The land - Description of interest conveyed - The seller and the purchaser of a lot of land described the land to be conveyed in the agreement for sale as "part of SW-25-52-24-W4 ... 25x80 bldg (4) four acres of land more or less" - A lot of 4 acres placed the line between what was conveyed and what was retained by the seller through the building to be conveyed - The seller refused to complete and claimed that the agreement was unenforceable because the description was vague - The Supreme Court of Canada held that with the aid of parol evidence the lot could be sufficiently identified - The Supreme Court of Canada held that the indefinite boundary line was intended to run down the side of the building to be conveyed to the purchaser, giving the purchaser slightly more than 4 acres - The Supreme Court of Canada considered the fact that the seller did not rely on the vagueness of the description at the time of repudiation, but repudiated for other reasons - See paragraphs 7 to 13.

Sale of Land - Topic 1463

The contract - Form and content of agreement for sale - The land - Evidence - Admissibility of parol evidence to identify land - The Supreme Court of Canada held that parol evidence was admissible to identify the land intended to be the subject of agreement for sale, where the description of the land in the agreement was imprecise or incomplete - See paragraphs 7 to 13.

Sale of Land - Topic 1828

Contract - Implied terms - Planning approval - Subdivision approval - The seller and the purchaser of a lot of commercial land made an agreement for sale, but made no mention of the requirement for subdivision approval - The Supreme Court of Canada held that the requirement of subdivision approval was an implied term of the agreement for sale - See paragraphs 14 to 23.

Sale of Land - Topic 6236

Completion - Seller's duties respecting marketable title - Implied duty respecting subdivision approval - The seller and the purchaser of a lot of commercial land made an agreement for sale, but made no mention of the required subdivision approval - The Supreme Court of Canada held that the requirement of subdivision approval was an implied term of the agreement for sale and ordered the seller to make an application for approval - See paragraphs 14 to 23.

Sale of Land - Topic 8559

Remedies of purchaser - Specific performance - Upon repudiation by seller - The seller of commercial land refused to complete a transaction in which subdivision approval was required - The Supreme Court of Canada allowed the purchaser's action for specific performance and ordered the seller to apply for subdivision approval of the transaction - See paragraphs 22 to 23.

Sale of Land - Topic 8755

Remedies of purchaser - Damages in lieu of specific performance - The seller of commercial property refused to complete a transaction in which subdivision approval was required - The Supreme Court of Canada allowed the purchaser's action for specific performance and ordered the seller to apply for subdivision approval of the transaction - If the seller refused or delayed in making the application the Supreme Court of Canada awarded damages in the amount of the difference between the purchase price and the present value of the land - See paragraphs 22 to 23.

Cases Noticed:

Plant v. Bourne, [1897] 2 Ch. 281, appld. [para. 8].

Ogilvie v. Foljambe (1817), 3 Mer. 53, appld, [para. 8].

Shardlow v. Cotterell (1881), 20 Ch. D. 90, appld. [para. 8].

McMurray v. Spicer (1868), L.R. 5 Eq. 527, appld. [para. 8].

Bleakley v. Smith (1840), 11 Sim. 150, appld. [para. 8].

Turney v. Zhilka, [1959] S.C.R. 578, dist. [para. 9].

Barnett v. Harrison (1975), 5 N.R. 131, appld. [para. 14].

Steiner v. E.H.D. Investments Ltd. (1977), 6 A.R. 113; 78 D.L.R.(3d) 449, leave to appeal to S.C.C. denied 7 A.R. 540, appld. [para. 15].

Hargreaves Transport Ltd. v. Lynch, [1969] 1 W.L.R. 215, consd. [para. 16].

Brauer & Co. (Great Britain) Ltd. v. James Clark (Brush Materials) Ltd., [1952] 2 All E.R. 497, consd. [para. 16].

Soci/t/ d'Avances Commerciales (London) Ltd. v. Besse & Co. (London) Ltd., [1952] 1 T.L.R. 644, consd. [para. 16].

Smallman v. Smallman, [1971] 3 All E.R. 717, consd. [para. 16].

Hogg v. Wilkin (1974), 5 O.R.(2d) 759, appld. [para. 18].

Wroth v. Tyler, [1974] 1 Ch. 30, appld. [para. 20].

Northern Counties Securities Ltd. v. Jackson & Steeple Ltd., [1974] 2 All E.R. 625, folld. [para. 21].

Statutes Noticed:

Planning Act, R.S.C. 1970, c. 276, sect. 2(s), sect. 19(1) [para. 17].

Authors and Works Noticed:

Cheshire and Fifoot, The Law of Contract (9th Ed. 1976), pp. 137-8 [para. 16].

Chitty on Contracts (23rd Ed.), p. 316, para. 698 [para. 16].

Halsbury's Laws of England (4th Ed.), vol. 9, p. 234, para. 350 [para. 16].

Counsel:

John T. Joyce, Q.C., and J.A. Hustwick, for the appellant;

A.G. MacDonald, Q.C., for the respondent.

This case was heard on November 24, 1977, at Ottawa, Ontario, before LASKIN, C.J.C., MARTLAND, RITCHIE, PIGEON, and DICKSON, JJ., of the Supreme Court of Canada.

On May 1, 1978, DICKSON, J., delivered the following judgment for the Supreme Court of Canada: