Can a vendor rely upon the annulment clause in an agreement of purchase and sale?
Ontario, Canada
The following excerpt is from Business Development Insurance Ltd. v. Caledon Mayfield Estates Inc, 2015 ONSC 1978 (CanLII):
For a vendor to rely upon the annulment clause in an agreement of purchase and sale, the vendor must exercise his rights reasonably and in good faith. This means that those rights must not be exercised in a capricious or an arbitrary manner: Mason v. Freedman, 1958 CanLII 7 (SCC), [1958] S.C.R. 483, at page 437.
It was held in Skariah v. Praxi, [1990] O.J. No. 472, at para. 62 that rescission is not readily available to a vendor who entered into the agreement recklessly and with full knowledge of his or her inability to remove a defect in title.
"The most advanced legal research software ever built."
The above passage should not be considered legal advice. Reliable answers to complex legal questions require comprehensive research memos. To learn more visit www.alexi.com.
Other Questions
When a motion judge approved the sale agreement and technology license agreement and approval of the sale and sale agreement, what analysis applied? (Ontario, Canada)
Does a listing agreement supersede a commission clause in a purchase and sale agreement? (Ontario, Canada)
Does a vendor have to close an agreement of purchase and sale where the date of closing was to be November 30, 2003? (Ontario, Canada)
Is there an infinitum gratuity clause in the Agreement of Purchase and Sale? (Ontario, Canada)
When a vendor consigns goods to a vendor, and sends a bill of lading to his own correspondent, and gives no delivery order to the vendor, does the vendor have a right to possession of the goods? (Ontario, Canada)
What is the meaning of the "subject to" clause in a vessel purchase agreement? (Ontario, Canada)
What is the application judge’s approach to an application for a declaration in relation to an agreement of purchase and sale? (Ontario, Canada)
Is it unreasonable for a purchaser not to sell their shares at the time they were induced into a purchase agreement? (Ontario, Canada)
What statutory declaration warrants the absolute truth of the statement and changes the warranty in the agreement of purchase and sale? (Ontario, Canada)
Does the Settlement supersede the Agreement of Purchase and Sale? (Ontario, Canada)
