Taylor v. 1103919 Alberta Ltd. et al., (2015) 602 A.R. 105

• Judge: Berger, Bielby and Brown, JJ.A.
• Court: Court of Appeal (Alberta)
• Case Date: April 28, 2015
• Citations: (2015), 602 A.R. 105;2015 ABCA 201

Taylor v. 1103919 Alta. Ltd. (2015), 602 A.R. 105; 647 W.A.C. 105 (CA)

MLB headnote and full text

Temp. Cite: [2015] A.R. TBEd. JN.076

Greg Taylor (respondent/cross-appellant)

(plaintiff)

(by amended Statement of Claim) v. 1103919 Alberta Ltd. (defendant)

(by amended Statement of Claim) and 1103919 Alberta Ltd. and Witens Holdings Ltd. (appellants/cross-respondents)

(plaintiffs)

(by amended Statement of Claim) and Greg Taylor (defendant)

(by amended Statement of Claim)

(1403-0104-AC; 2015 ABCA 201)

Indexed As: Taylor v. 1103919 Alberta Ltd. et al.

Alberta Court of Appeal

Berger, Bielby and Brown, JJ.A.

June 15, 2015.

Summary:

Taylor alleged that 1103919 Alberta Ltd. (919) had breached an agreement to sell to him, by way of share purchase, a 23 unit condominium apartment building. 919 and Witens Holdings Ltd. (which owned all of the shares of 919) (the defendants) counterclaimed, alleging that Taylor had wrongfully filed caveats against the subject titles and that they had suffered damages as a result.

The Alberta Court of Queen's Bench, in a decision reported at (2014), 583 A.R. 293, dismissed Taylor's claim. The defendants' counterclaim was allowed. They were granted judgment for $119,002.78. The defendants appealed from the quantification of damages, asserting that they were entitled to a further $351,712 plus interest. Taylor appealed, but the appeal was struck due to Taylor's failure to file a factum by the due date. Taylor applied to restore his appeal.

The Alberta Court of Appeal dismissed Taylor's application to restore his appeal and dismissed the defendants' appeal.

Company Law - Topic 5703

Sale of shares - General - Breach of contract - Taylor alleged that 1103919 Alberta Ltd. (919) had breached an agreement to sell to him, by way of share purchase, a 23 unit condominium apartment building - Belzil, J., dismissed the action on the basis that Taylor had never contracted with 919 and had no privity of contract with it - 919 was the sole defendant - The share purchase agreement, as executed, clearly described the vendors as Tolman and Mitchell, 919's shareholders - 919 was not described in the agreement as a vendor - Further, a private corporation did not sell its own shares, but rather issued them as capital stock - Taylor appealed, but the appeal was struck due to Taylor's failure to file a factum by the due date - Taylor applied to restore his appeal - The Alberta Court of Appeal dismissed the application - There was no arguable merit to the appeal - Taylor had no cause of action against 919 for failure to close the transaction - See paragraphs 20 to 26.

Contracts - Topic 1163

Formation of contract - Privity of contract - Requirement of existence of - [See Company Law - Topic 5703 ].

Contracts - Topic 1165

Formation of contract - Privity of contract - What constitutes - [See Company Law - Topic 5703 ].

Damages - Topic 560

Limits of compensatory damages - Remoteness - Contracts - Damages arising naturally from breach - Taylor alleged that 1103919 Alberta Ltd. (919) had breached an agreement to sell to him, by way of share purchase, a 23 unit condominium apartment building - 919 and Witens Holdings Ltd. (which owned all of the shares of 919) (the defendants) counterclaimed, alleging that Taylor had wrongfully filed caveats against the subject titles and that it had suffered damages as a result - Belzil, J., having found that the caveats were wrongfully filed, allowed the counterclaim in the amount of $119,002.78 for losses from a failed subsequent transaction for the property (the Ng transaction), which failed to close due to the wrongfully filed caveats - However, the defendants had not established that losses suffered from the non-payment of vendor financing in a third transaction (the Lusk transaction) arose from the wrongful filing of the caveats - The Lusk transaction was negotiated and concluded many months after the caveats' discharge - Taylor had no role in it - The defendants appealed from the quantification of damages, asserting that they were entitled to a further $351,712 plus interest in losses from the Lusk transaction - The Alberta Court of Appeal dismissed the appeal - Nothing suggested that Taylor knew or should have known that the risk he faced from wrongfully filing the caveats would lead the defendants to lose $350,000 four years later - The defendants had not established any damages flowing from Taylor's wrongful filing of the caveats other than the amount awarded by Belzil, J. - There was no error of law or fact in his determination that the losses from the Lusk transaction were too remote to be recovered from Taylor - See paragraphs 47 to 54.

Practice - Topic 8907

Appeals - Procedure - Restoring inactive appeal to general list - [See Company Law - Topic 5703 ].

Real Property - Topic 7946

Title - Registration of instruments, etc. - Caveats, cautions or miscellaneous interests - Damages for wrongful filing - [See Damages - Topic 560 ].

Sale of Land - Topic 8768

Remedies of purchaser - Damages - Bars - Where no contract formed - [See Company Law - Topic 5703 ].

Cases Noticed:

Prochazka v. Maintenance Enforcement Program, [2014] A.R. Uned. 450; 2014 ABCA 448, refd to. [para. 21].

Gould v. Gould, [2014] A.R. Uned. 71; 2014 ABCA 144, refd to. [para. 21].

Garry et al. v. Canada (Minister of Justice) et al. (2007), 429 A.R. 292; 421 W.A.C. 292; 2007 ABCA 234, refd to. [para. 21].

Phillips v. 707739 Alberta Ltd. et al. (2001), 286 A.R. 367; 253 W.A.C. 367; 2001 ABCA 219, refd to. [para. 21].

Byron v. Larson (2004), 357 A.R. 201; 334 W.A.C. 201; 2004 ABCA 398, refd to. [para. 27].

Housen v. Nikolaisen et al., [2002] 2 S.C.R. 235; 286 N.R. 1; 219 Sask.R. 1; 272 W.A.C. 1; 2002 SCC 33, refd to. [para. 28].

Beatty v. Best Theratronics Ltd., [2015] O.A.C. Uned. 227; 2015 ONCA 247, refd to. [para. 28].

Hav-A-Kar Leasing Ltd. v. Vekselshtein et al., [2012] O.A.C. Uned. 697; 2012 ONCA 826, refd to. [para. 28].

Piron v. Dominion Masonry Ltd. (2013), 337 B.C.A.C. 103; 576 W.A.C. 103; 2013 BCCA 184, refd to. [para. 28].

2438667 Manitoba Ltd. et al. v. Husky Oil Ltd. et al., [2007] 9 W.W.R. 642; 214 Man.R.(2d) 257; 395 W.A.C. 257; 2007 MBCA 77, refd to. [para. 28].

Southcott Estates Inc. v. Toronto Catholic District School Board, [2012] 2 S.C.R. 675; 435 N.R. 41; 2012 SCC 51, refd to. [para. 38].

Baud Corp., N.V. v. Brook, [1979] 1 S.C.R. 633; 23 N.R. 181; 12 A.R. 271, refd to. [para. 38].

Asamera Oil Corp. v. Sea & Oil General Corp. - see Baud Corp., N.V. v. Brook.

British Columbia v. Canadian Forest Products Ltd., [2004] 2 S.C.R. 74; 321 N.R. 1; 198 B.C.A.C. 1; 324 W.A.C. 1; 2004 SCC 38, refd to. [para. 38].

Isfeld et al. v. Petersen Pontiac GMC (Alta.) Inc. et al. (2013), 556 A.R. 118; 584 W.A.C. 118; 2013 ABCA 251, refd to. [para. 48].

Authors and Works Noticed:

Beale, H.G., ed., Chitty on Contracts (29th Ed. 2004), p. 26-105 [para. 39].

Cassels, Jamie, Remedies: The Law of Damages (2nd. Ed. 2008), p. 384 [para. 39].

McGregor, Harvey, McGregor on Damages (19th Ed. 2014), p. 9-005 [para. 39].

Waddams, S.M., The Law of Damages (2013) (Looseleaf), pp. 14.470 to 14.480 [para. 29]; 15.290 [para. 39].

Counsel:

R.D. Gillespie, for the respondent/cross-appellant;

H.L. Yamamoto, for the defendant (by amended Statement of Claim).

This application and appeal were heard on April 28, 2015, by Berger, Bielby and Brown, JJ.A., of the Alberta Court of Appeal. On June 15, 2015, the court released the following memorandum of judgment.