Law360 Canada ( May 25, 2022, 5:48 AM EDT) -- Appeal by the vendors from a chambers judge’s finding that the respondent purchaser was not in breach of its obligation under a condition precedent in the purchase and sale agreement and ordering that the deposit of $300,000 be returned to the purchaser. The parties entered into an agreement for the purchase and sale of a care home in Abbotsford, B.C. that required the respondent purchaser, as a condition precedent, to apply for and obtain necessary approvals from the Fraser Health Authority (FHA). Neither party could control what the FHA did, but the purchaser was required to use “commercially reasonable best efforts” to satisfy the condition precedent. The condition precedent was introduced in the parties’ amended agreement dated July 31, 2017. By late November 2017, the FHA had still not given the required approvals. The appellant vendors maintained that the purchaser was in breach of the condition precedent and gave notice of default. When the default was not remedied, the vendors took the position that the contract was at an end and that the purchaser’s deposit of $300,000 was forfeit. The vendors commenced an action and applied for judgment against the purchaser in that amount, together with a declaration that the deposit was forfeit. The purchaser opposed the application and sought dismissal of the action together with an order that the deposit be returned to it. The applications proceeded by way of summary trial. The chambers judge found for the purchaser. He interpreted the phrase “commercially reasonable best efforts” to mean the same as “commercially reasonable efforts” and concluded that the purchaser had used both commercially reasonable efforts and its best efforts to satisfy the condition precedent. On appeal, the vendors took the position that the judge erred by failing to apply the correct legal test for contractual interpretation in interpreting the condition precedent. The vendors also took the position that, regardless of the meaning of “commercially reasonable best efforts,” the judge erred in finding that the purchaser had exercised both commercially reasonable efforts and best efforts. The vendors further submitted that the judge erred by failing to apply the relevant contractual provisions with respect to termination and by failing to find the purchaser vicariously responsible for the delays occasioned by its solicitor....