Vancouver Canucks Limited Partnership et al. v. Canon Canada Inc., 2015 BCCA 144

• Judge: Donald, Neilson and MacKenzie, JJ.A.
• Court: Court of Appeal (British Columbia)
• Case Date: November 21, 2014
• Jurisdiction: British Columbia
• Citations: 2015 BCCA 144;(2015), 370 B.C.A.C. 133 (CA)

Vancouver Canucks v. Canon Can. (2015), 370 B.C.A.C. 133 (CA);

    635 W.A.C. 133

MLB headnote and full text

Temp. Cite: [2015] B.C.A.C. TBEd. AP.006

Vancouver Canucks Limited Partnership and Vancouver Arena Limited Partnership (respondents/appellants on cross-appeal/plaintiffs) v. Canon Canada Inc. (appellant/respondent on cross-appeal/defendant)

(CA040935; 2015 BCCA 144)

Indexed As: Vancouver Canucks Limited Partnership et al. v. Canon Canada Inc.

British Columbia Court of Appeal

Donald, Neilson and MacKenzie, JJ.A.

April 7, 2015.

Summary:

Canon Canada Inc. was in the business of leasing office equipment. Vancouver Canucks Limited Partnership and the Vancouver Arena Limited Partnership (collectively "the Canucks") were related entities that respectively owned and operated the Vancouver Canucks Hockey Team and the Rogers Arena, in which the team played. From 2003 to 2008, the parties had a contractual relationship arising from two related agreements, a sponsorship agreement and an equipment agreement. In mid-2008, the parties entered negotiations directed to renewing those agreements. They executed a new equipment agreement on October 30, 2008. A dispute arose between them, however, over whether they had reached a binding sponsorship agreement. When Canon asserted that no agreement had been reached and refused to perform either agreement, the Canucks sued for breach of contract.

The British Columbia Supreme Court, in a decision reported [2013] B.C.T.C. Uned. 866, held that the parties had reached final agreement on all essential terms of a sponsorship agreement in an exchange of emails dated July 11, and September 23 and 24, 2008 (the contract emails), and awarded the Canucks damages of $825,987 for breach of contract. Canon appealed, arguing the trial judge erred in finding the contract emails constituted an enforceable sponsorship agreement. In the alternative, Canon sought a reduction in the damages awarded. The Canucks cross-appealed, claiming that the trial judge's award did not adequately compensate them for their loss.

The British Columbia Court of Appeal dismissed the appeal on liability, allowed the appeal on damages to the extent of varying the award from $825,987 to $763,888, and dismissed the cross-appeal.

Contracts - Topic 1465

Formation of contract - Intention - Intention to create a legal relationship - See paragraphs 71 to 123.

Contracts - Topic 1505

Formation of contract - Consensus or agreement - Essential terms - What constitute - See paragraphs 71 to 123.

Practice - Topic 8800.1

Appeals - General principles - Duty of appellate court regarding findings of mixed law and fact by a trial judge - See paragraphs 90 to 94.

Cases Noticed:

Von Hatzfeldt-Wildenburg v. Alexander, [1912] Ch. 284, refd to. [para. 58].

Hoban Construction Ltd. et al. v. Alexander (2012), 317 B.C.A.C. 116; 540 W.A.C. 116; 2012 BCCA 75, refd to. [para. 74].

Lacroix v. Loewen et al. (2010), 288 B.C.A.C. 91; 488 W.A.C. 91; 2010 BCCA 224, refd to. [para. 75].

Calvan Consolidated Oil & Gas Co. v. Manning, [1959] S.C.R. 253; 17 D.L.R.(2d) 1, refd to. [para. 76].

United Gulf Developments Ltd. et al. v. Iskandar et al. (2008), 267 N.S.R.(2d) 318; 853 A.P.R. 318; 2008 NSCA 71, refd to. [para. 77].

May & Butcher Ltd. v. R., [1934] 2 K.B. 17; [1929] All E.R. Rep. 679 (H.L.), refd to. [para. 78].

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. 90].

H.L. v. Canada (Attorney General) et al., [2005] 1 S.C.R. 401; 333 N.R. 1; 262 Sask.R. 1; 347 W.A.C. 1; 2005 SCC 25, refd to. [para. 90].

F.H. v. McDougall, [2008] 3 S.C.R. 41; 380 N.R. 82; 260 B.C.A.C. 74; 439 W.A.C. 74; 2008 SCC 53, refd to. [para. 90].

Creston Moly Corp. v. Sattva Capital Corp., [2014] 2 S.C.R. 633; 461 N.R. 335; 358 B.C.A.C. 1; 614 W.A.C. 1; 2014 SCC 53, refd to. [para. 91].

Mattu v. Fust et al. (2010), 287 B.C.A.C. 143; 485 W.A.C. 143; 2010 BCCA 254, refd to. [para. 98].

K.V.P. v. T.E., [2001] 2 S.C.R. 1014; 275 N.R. 52; 156 B.C.A.C. 161; 255 W.A.C. 161; 2001 SCC 60, refd to. [para. 98].

Chaplin v. Hicks, [1911] 2 K.B. 786 (C.A.), refd to. [para. 145].

Williams v. Stephenson (1903), 33 S.C.R. 323, refd to. [para. 146].

Cotter v. General Petroleums Ltd., [1951] S.C.R. 154, refd to. [para. 146].

Wood v. Grand Valley Railway Co. (1915), 51 S.C.R. 283, refd to. [para. 146].

Ratcliffe v. Evans, [1892] 2 Q.B. 424 (C.A.), refd to. [para. 146].

Authors and Works Noticed:

McGregor on Damages (18th Ed. 2009), p. 08-001 [para. 147].

Treitel, Guenter, The Law of Contract (10th Ed. 1999), pp. 16 and 17 [para. 79].

Counsel:

J.K. McEwan, Q.C., and R. Robb, for the appellant;

D.R. Brown and J. Buysen, for the respondents.

This appeal was heard in Vancouver, B.C., on November 21, 2014, before Donald, Neilson and MacKenzie, JJ.A., of the British Columbia Court of Appeal. The following decision was delivered for the court on April 7, 2015, by Neilson, J.A.