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Off Title Objections – Contract Interpretation

Posted on October 24, 2022 | Posted in Five Liners, Real Estate

2651171 Ontario Inc. v. Brey 2022 Ont CA

The clause allowing the purchaser to search for, and object to, work orders and building and zoning use stated that the purchaser had from the earlier of:  alternative (1) (a) the later of 30 days from the requisition date (Oct 16) and (b) 30 days from the date on which the conditions in the agreement were waived (Aug 26), and alternative (2) 5 days before closing (Sep 26) . Closing was scheduled for Oct 1 and the purchaser objected to a zoning problem on Sept 26. The motion judge ignored the (1a) Oct 16 date because, she said, this would yield an absurd result; Oct 16 was after the closing date. She therefore used Aug 26 as the alternative 1 date. Finally she chose Aug 26 as the objection date because it was earlier than the alternative 2 date. The Court of Appeal reversed. Alternative 1 gave a choice of the later of two dates, one of which and the later of which would be Oct 16. This date would then be compared to the alternative 2 Sep 26 date and the earlier date would be chosen. This date for objections was therefore Sep 26 and the purchaser’s objection was timely.

 

Jonathan Speigel

 

Written by Jonathan Speigel, the founding partner of Speigel Nichols Fox LLP, leads the litigation and construction practices.

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