Law360 Canada ( May 27, 2021, 5:57 AM EDT) -- Appeals by Fram and Kerbel from a judgment interpreting multiple contracts with Romandale in respect of lands earmarked for residential development. Romandale owned two neighbouring farms comprised of 275 acres of undeveloped land. In 2003, Romandale sold an undivided five per cent interest in the lands to Fram. The intention was for Fram to build homes, sell them and share the profits with Romandale. Romandale and Fram entered into additional agreements, including co-owner’s agreements (COAs). The COAs contained a buy-sell mechanism that was not available until secondary planning approval (SPA) required for development was obtained. In 2005, Romandale entered into an agreement with Kerbel for the sale of Romandale’s 95 per cent interest in the subject lands. The transaction involved a first step of sale of five per cent of Romandale’s interest and a second step of sale of Romandale’s remaining interest to Kerbel. The second step was conditional on either Fram’s consent or Romandale’s exercise of the buy-sell provisions in the COAs. Prior to completion of the second step, litigation ensued. In 2007, Fram sued Romandale and Kerbel claiming that the 2005 agreement involved an impermissible disposition of Romandale’s interest in the lands. In 2008, Fram and the development manager sued Romandale and Kerbel on the basis the 2005 agreement breached construction management agreements. In 2010, a mediation agreement contemplated the sale of Romandale’s remaining interest to Kerbel after the lands obtained SPA. Romandale subsequently withdrew from the settlement. In addition, Fram and Kerbel settled matters between them. In 2014, Romandale sued Kerbel alleging a breach of their 2005 agreement. In 2016, Kerbel sued Romandale to compel performance of the 2005 agreement. In 2019, Romandale was successful following a trial of the actions. The trial judge found Kerbel repudiated the 2005 agreement by entering into the 2010 settlement, and that Romandale accepted the repudiation. Romandale was excused from performing the 2005 agreement. Fram and Kerbel appealed....