词条 | Southcott Estates Inc v Toronto Catholic District School Board |
释义 |
|case-name=Southcott Estates Inc v Toronto Catholic District School Board |full-case-name= |heard-date=2012-03-20 |decided-date=2012-10-17 |citations=2012 SCC 51, [2012] 2 SCR 675 |docket=33778 |history=APPEAL and CROSS‑APPEAL from {{cite CanLII|litigants=Southcott Estates Inc. v. Toronto Catholic School Board|year=2010|court=onca|num=310|date=2010-05-03|parallelcite=104 OR (3d) 784}}, setting aside {{cite CanLII|litigants=Southcott Estates Inc. v. Toronto Catholic District School Board|year=2009|court=onsc|num=3567|format=canlii|date=2009-01-30|parallelcite=78 R.P.R. (4th) 285|courtname=auto}} |subsequent= |ruling= Appeal and cross‑appeal dismissed |ratio= |SCC=2011-2012 |Unanimous= |Majority=Karakatsanis J |JoinMajority=LeBel, Deschamps, Abella, Rothstein, and Cromwell JJ |Concurrence= |JoinConcurrence= |Concurrence/Dissent= |JoinConcurrence/Dissent= |Dissent=McLachlin CJ |JoinDissent= |NotParticipating=Fish and Rothstein JJ |LawsApplied= }} Southcott Estates Inc v Toronto Catholic District School Board, {{cite CanLII|litigants=|year=2012|court=scc|num=51|parallelcite=[2012] 2 SCR 675}}, is a landmark case of the Supreme Court of Canada in the area of commercial law, with significant impact in the areas of:
BackgroundSouthcott Estates Inc sued the Toronto Catholic District School Board for specific enforcement of a contract to sell it {{convert|4.78|acre|ha|2}} of land. Southcott Estates Inc was a subsidiary of Ballantry Homes Inc, a developer,[1] and special purpose entity created just for purchasing and developing the land. The deal was conditional upon Southcott paying a 10% deposit, and the Toronto School Board getting severance permission from Toronto's Committee of Adjustment before a certain date. However, the Committee refused without reviewing a development plan for the land, which meant severance was not granted in time. Southcott sued for specific performance or damages. At trial, Southcott stated it never had any intention to mitigate its loss and had not tried, that it had no assets other than the deposit from Ballantry Inc for the deposit, and it was never going to purchase any other land. The courts belowAt the Ontario Superior Court of Justice, Spiegel J held that:
He rejected the Board's submission that Southcott had mitigated damages through several purchases subsequent to the breach of the agreement, declaring: {{cquote|I find that these subsequent purchases were collateral, independent transactions that did not arise out of the consequences of the breach. In all the circumstances, I do not consider these transactions as mitigatory.[5] }} The Board appealed to the Ontario Court of Appeal, where Sharpe JA held that:
As a result, nominal damages were awarded in the amount of $1. Leave to appeal and cross-appeal the decision were granted by the Supreme Court of Canada in November 2011:[9]
At the Supreme CourtIn a 6-1 ruling, the appeal was dismissed with costs. As it was therefore unnecessary to consider the cross-appeal, it was dismissed without costs. Majority opinionKarakatsanis J began by summarizing the principles for mitigation previously adopted by the Court in Asamera Oil Corporation Ltd. v. Sea Oil & General Corporation[10] where Lord Haldane's observation was endorsed: {{cquote|The fundamental basis is thus compensation for pecuniary loss naturally flowing from the breach; but this first principle is qualified by a second, which imposes on a plaintiff the duty of taking all reasonable steps to mitigate the loss consequent on the breach, and debars him from claiming any part of the damage which is due to his neglect to take such steps.[11] }} The principles have since been refined in further cases at the Court, as well as at the Federal Court of Appeal.[12] Southcott had argued that, as a single-purpose company, it was impecunious and unable to mitigate without significant capital investment of the parent company or without the corporate mandate to do so. In addition, it would be reasonably foreseeable to those contracting with a single-purpose corporation that such an entity would have finite resources and a confined corporate mandate.[13] This was held to be insufficient:
DissentMcLachlin CJ believed that the trial judge was correct in finding in fact that the Board had not proved that Southcott had an opportunity to mitigate, which was sufficient to dispose of the appeal. She would have reversed the Court of Appeal's ruling and restored the original verdict. She saw no basis on which to conclude that Southcott acted unreasonably in maintaining its suit for specific performance instead of mitigating its loss:[19]
ImpactThe decision has raised significant debate on many of the issues it discussed:
Notes{{notelist}}References1. ^Part of the Ballantry Group of Companies, see {{cite web|title = Ballantry Homes website|url = http://www.ballantryhomes.com/Public/Home.aspx}} 2. ^ONSC, par. 93{{endash}}116 3. ^ONSC, par. 128{{endash}}133 4. ^ONSC, par. 144{{endash}}146 5. ^ONSC, par. 143 6. ^ONCA, par. 11{{endash}}14 7. ^ONCA, par. 24{{endash}}27 8. ^ONCA, par. 30 9. ^{{cite CanLII|litigants=Southcott Estates Inc. v. Toronto Catholic District School Board|year=2010|court=scc-l|num=67504|format=canlii|date=2010-11-18}} 10. ^{{cite CanLII|litigants=Asamera Oil Corporation Ltd. v. Sea Oil & General Corporation et al.|link=|year=1978|court=scc|num=16|format=canlii|pinpoint=|parallelcite=[1979] 1 SCR 633|date=1978-10-03|courtname=|juris=}} 11. ^British Westinghouse Electric and Manufacturing Co Ltd v Underground Electric Railways Co of London Ltd, [1912] AC 673, at p. 689 12. ^SCC, par. 24{{endash}}25 13. ^SCC, par. 26 14. ^SCC, par. 27 15. ^SCC, par. 29 16. ^SCC, par. 30 17. ^{{cite CanLII|litigants=Semelhago v. Paramadevan|link=|year=1996|court=scc|num=209|format=canlii|pinpoint=par. 21|parallelcite=[1996] 2 SCR 415|date=1996-06-20|courtname=|juris=}} 18. ^Adderley v. Dixon (1824), 1 Sim. & St. 607, 57 E.R. 239, at p. 240 19. ^SCC, par. 65 20. ^Asamera, at pp. 667-68 21. ^SCC, par. 92 22. ^SCC, par. 93 23. ^SCC, par. 94 24. ^Semelhago, at par. 22 25. ^SCC, par. 95 26. ^SCC, par. 96 27. ^{{cite web|author = Peter S. Spiro|title = Quashing specific performance and piercing the veil in Southcott Estates Inc v Toronto Catholic District School Board|url = http://www.thecourt.ca/2014/03/25/quashing-specific-performance-and-piercing-the-veil-in-southcott-estates-inc-v-toronto-catholic-district-school-board/|date = {{date|2014-03-25}}|publisher = thecourt.ca}} 28. ^{{cite web|author = Geoff R. Hall|title = A Doctrine of Mitigation in the Supreme Court of Canada: A Triumph of Theory over Commercial Reality|url = http://www.canadianappeals.com/2012/10/25/a-doctrine-of-mitigation-in-the-supreme-court-of-canada-a-triumph-of-theory-over-commercial-reality/|date = {{date|2012-10-25}}|publisher = McCarthy Tétrault, Canadian Appeals Monitor}} 29. ^{{cite web|author = John Mullen|title = Southcott Estates Case – The Death Knell for Specific Performance in Commercial Real Estate Transactions?|url = http://www.kmblaw.com/southcott-estates-case-the-death-knell-for-specific-performance-in-commercial-real-estate-transactions/|date = {{date|2013-01-23}}|publisher = Keyser Mason Ball LLP}} 30. ^{{cite web|author1 = Mark S. Thompson|author2 = Mitch Dermer|title = The End of the Line for Specific Performance?|url = http://www.singleton.com/en/Publications/The_End_of_the_Line_for_Specific_Performance.aspx|date = {{date|2012-12-13}}|publisher = Singleton Urquhart}} 31. ^1 {{cite web|title = Case comment on Southcott Estates v. Toronto Catholic District School Board|url = http://www.cba.org/CBA/sections_civil/newsletters2013/southcott.aspx|date = July 2013|publisher = Canadian Bar Association, National Civil Litigation Section Newsletter}} 32. ^{{cite web|author = Jenna Anne de Jong|title = Supreme Court clarifies requirements of the duty to mitigate|url = http://www.nortonrosefulbright.com/files/supreme-court-clarifies-requirements-of-the-duty-to-mitigate-pdf-355kb-72399.pdf|date = November 2012|publisher = Norton Rose}} 33. ^{{cite web|author = Jonathan D. Born|title = Purchasing Property for Development or Investment? What to do if there is a Breach of Contract|url = http://www.weirfoulds.com/files/11101_Purchasing%20Property%20for%20Development%20or%20Investment.pdf|date = November 2012|publisher = Weir Foulds LLP, Property Update}} 34. ^{{cite web|author = Michael B. Morgan|title = Don't get too specific|url = http://www.building.ca/news/dont-get-too-specific/1002348805/?&er=NA|date = {{date|2013-04-01}}|publisher = Building}} External links{{clist performance}}{{clist personality}} 4 : Supreme Court of Canada cases|2012 in Canadian case law|Canadian contract case law|Canadian property case law |
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