NATURE OF CONTRACT - Certainty of terms - Intention to create legal obligations

Law360 Canada ( June 3, 2026, 9:42 AM EDT) -- Appeals by the appellants from the dismissal of two actions tried together. The first was an action against A.R. Thomson Group (ARTG) for breach of an alleged oral contract for Lisa’s reinstatement as a partner in the family business, and secondly a companion action against Allan (now his Estate) for negligent or fraudulent misrepresentation as to authority. The appellants alleged that during a conversation, Lisa and her father Allan formed an oral agreement under which she would be reinstated to a 15 per cent partnership interest in ARTG once issues with her former husband, Taylor, were resolved, funded by her share of the buyout of her former partnership interest. ARTG denied that any contract was formed and alternatively denied Allan’s authority to bind the partnership. The judge dismissed both actions, finding no enforceable contract because the parties had not agreed on essential terms and did not objectively intend to create legal relations. On appeal, the appellants argued the judge erred in law by treating financing, provision of services, and partner approval as essential terms; by misapplying Boyd v. McDermott; and by allowing unresolved essential terms to dictate the conclusion that there was no intention to contract. They submitted that parties, price, and property were settled and that the purpose of the agreement rendered other matters immaterial. The issues were whether the judge erred in identifying essential terms of the alleged agreement and in concluding there was no intention to create legal relations....
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