UBS Securities Canada Inc. v. Sands Brothers Canada Ltd., (2007) 224 O.A.C. 315 (CA)

• Judge: Goudge, Armstrong and Juriansz, JJ.A.
• Court: Court of Appeal (Ontario)
• Case Date: April 23, 2007
• Jurisdiction: Ontario
• Citations: (2007), 224 O.A.C. 315 (CA);2007 ONCA 405

UBS Securities Can. Inc. v. Sands Bros. (2007), 224 O.A.C. 315 (CA)

MLB headnote and full text

Temp. Cite: [2007] O.A.C. TBEd. MY.093

UBS Securities Canada Inc. (applicant/appellant) v. Sands Brothers Canada Ltd. (respondent/respondent in appeal)

(C46524; 2007 ONCA 405)

Indexed As: UBS Securities Canada Inc. v. Sands Brothers Canada Ltd.

Ontario Court of Appeal

Goudge, Armstrong and Juriansz, JJ.A.

May 29, 2007.

Summary:

UBS Securities Canada Inc. (UBS) appealed the dismissal of its application for declaratory and injunctive relief and specific performance as remedies for Sands Brothers Canada Ltd.'s alleged breach of an agreement to sell 100,000 shares of the Montréal stock exchange to UBS.

The Ontario Court of Appeal allowed the appeal and remitted the matter for a new trial.

Contracts - Topic 1465

Formation of contract - Intention - Intention to create a legal relationship - UBS Securities Canada Inc. (UBS) alleged that Sands Brothers Canada Ltd. (Sands) breached an agreement to sell 100,000 shares of the Montréal stock exchange to UBS - The trial judge found that the parties had not reached a binding contract - The Ontario Court of Appeal allowed UBS' appeal - The trial judge erred by not applying the objective test for contract formation - The trial judge's brief reasons focussed entirely on the subjective intent of the individual who negotiated on Sands' behalf, and did not consider the reasonable expectations of UBS - As he applied the incorrect test in concluding there was no contract, his conclusion had to be set aside - See paragraphs 1 to 3.

Authors and Works Noticed:

Waddams, Stephen M., The Law of Contracts (5th Ed. 2005), p. 103 [para. 2].

Counsel:

Sheila Block and Ryan Morris, for the appellant;

Morris Cooper, for the respondent.

This appeal was heard on April 23, 2007, before Goudge, Armstrong and Juriansz, JJ.A., of the Ontario Court of Appeal, who released the following endorsement on May 29, 2007.