CIVIL PROCEDURE - Settlements - Offers - Acceptance - Enforceability

Law360 Canada (January 19, 2021, 6:11 AM EST) -- Appeal by the defendants from the trial judgment in an action for breach of contract. The parties were partners in a joint venture. They purchased a business condominium and developed it. Part of the property was leased, and the rental payments went into the joint bank account used by the partnership. The appellants began to deposit rent payments from the condominium property tenants into their personal bank accounts rather than the partnership joint account after a dispute regarding signing authority for the joint account. The respondents commenced an action against the appellants for damages alleging they wrongfully paid themselves monies that neither were entitled to. During the action, counsel for the appellants made an offer that the corporate respondent purchase the corporate appellant’s interest in the property for $315,225. When the respondents accepted, the appellants claimed their counsel’s e-mail was not a settlement offer but was for discussion purposes only. When the appellants refused to sign the transfer, the respondents commenced an action for breach of contract. The condominium property was then sold by court order. The trial judge rejected the appellants’ argument that the e-mail was only a starting point for discussion and that the price of $315,225 was for raw, undeveloped land. She found the e-mail was structured in a buy and sell, shotgun manner and awarded the respondents damages for the ultimate sale price of $1,003,280 less the e-mail offer of $315,225. She also awarded damages for lost rental revenue. The appellants argued there was no binding agreement because there was no agreement on the price adjustment date for rents, closing date and possession date....