Habitat for Humanity Canada v. Hearts and Hands for Homes Society, (2016) 387 B.C.A.C. 115 (CA)

• Judge: Bennett, Goepel and Savage, JJ.A.
• Court: Court of Appeal (British Columbia)
• Case Date: May 20, 2016
• Jurisdiction: British Columbia
• Citations: (2016), 387 B.C.A.C. 115 (CA);2016 BCCA 217

Habitat for Humanity v. HHHS (2016), 387 B.C.A.C. 115 (CA);

    668 W.A.C. 115

MLB headnote and full text

Temp. Cite: [2016] B.C.A.C. TBEd. MY.026

Habitat for Humanity Canada/Habitat Pour L'humanité Canada (respondent/plaintiff) v. Hearts and Hands for Homes Society (appellant/defendant)

(CA42946; 2016 BCCA 217)

Indexed As: Habitat for Humanity Canada v. Hearts and Hands for Homes Society

British Columbia Court of Appeal

Bennett, Goepel and Savage, JJ.A.

May 20, 2016.

Summary:

Habitat for Humanity Prince George Society (HPG) was the predecessor of Hearts and Hands for Homes Society (HHHS). In 2006, HPG signed an affiliation agreement with Habitat for Humanity Canada (Habitat). The agreement provided for certain events which could lead to the termination of the affiliation and outlined the steps that Habitat had to take before termination. The agreement also set out the consequences of termination. Habitat sued HHHS seeking, inter alia, specific performance of the asset transfer clause in the agreement.

The British Columbia Supreme Court, per Sharma, J., in a decision reported at [2015] B.C.T.C. Uned. 1182, concluded that the action was appropriate for disposition by summary trial. The court: concluded that the asset transfer clause was enforceable; concluded that damages would be an inadequate remedy; and ordered specific performance of the asset transfer clause. HHHS appealed. HHHS applied for a stay of Sharma, J.'s order. Groberman, J., dismissed the stay application, but ordered Habitat to provide HHHS with seven business days' notice if it intended to "liquidate assets, or deal with them other than in the ordinary course of business." He also gave HHHS leave to set down a matter in Chambers on short notice by filling a requisition. Habitat sought to delay the appeal until some related matters were dealt with by the trial court, and requested a number of orders.

The British Columbia Court of Appeal, per Stromberg-Stein, J.A., dismissed Habitat's application to hold the appeal in abeyance; ordered HHHS to post security for the costs of the appeal in the amount of $8,000, failing which Habitat might apply to have the appeal dismissed for want of prosecution; stayed the appeal pending the posting of the security; and granted Habitat's application for an extension of time to file its factum to 14 days from the date that HHHS posted security for costs. See (2015), 378 B.C.A.C. 190; 650 W.A.C. 190.

The British Columbia Court of Appeal dismissed HHHS's appeal.

Administrative Law - Topic 2266

Natural justice - The duty of fairness - What constitutes procedural fairness - See paragraphs 28 to 34.

Contracts - Topic 1130

Formation of contract - Form - Standard form contracts - General - See paragraphs 79 and 80.

Contracts - Topic 3502

Performance or breach - Obligation to perform - Good faith - Exercise of - See paragraphs 81 and 82.

Contracts - Topic 4045

Remedies for breach - Liquidated damages and penalties - Enforceability of liquidated damages or penalty clause - See paragraphs 81 and 82.

Contracts - Topic 4048

Remedies for breach - Liquidated damages and penalties - Penalty - What constitutes - See paragraphs 84 and 85.

Contracts - Topic 4106

Remedies for breach - Specific performance - When available - General - See paragraphs 86 to 89.

Contracts - Topic 9350

Unconscionable transactions relief - Conditions for relief - What constitutes harsh and unconscionable - See paragraphs 84 and 85.

Contracts - Topic 9353

Unconscionable transactions relief - Conditions for relief - What constitutes unequal bargaining positions - See paragraphs 84 and 85.

Practice - Topic 631

Parties - Adding or substituting parties - Necessary parties - Attorney General - See paragraphs 18 and 19.

Practice - Topic 5255.7

Trials - General - Summary trials - Appeals - See paragraphs 14 to 20.

Practice - Topic 5274.2

Trials - General - Simplified procedure actions, fast track litigation, etc. - When available - See paragraphs 11 to 20.

Practice - Topic 5274.8

Trials - General - Simplified procedure actions, fast track litigation, etc. - Discovery - See paragraph 16.

Practice - Topic 8825.6

Appeals - General principles - Duty of appellate court on reviewing summary judgment decisions - See paragraphs 14 to 17.

Counsel:

P.M. Pakenham, for the appellant;

M. Underhill, for the respondent.

This appeal was heard at Vancouver, B.C., by Bennett, Goepel and Savage, JJ.A., of the British Columbia Court of Appeal. The Court of Appeal delivered the following reasons for judgment on May 20, 2016.