CITATION: Scenna v. Standford, 2009 ONCA 225

DATE: 20090313

DOCKET: C48112  C48109

COURT OF APPEAL FOR ONTARIO

Goudge, Simmons and Juriansz JJ.A.

BETWEEN:

Bruno Scenna, John Gregoris and Pre-Eng Contracting Ltd.

Plaintiffs (Respondents)

and

Maxwell Standford, 1244903 Ontario Limited, Novacrete Construction Ltd., 985724 Ontario Ltd. and Constaff Construction Ltd.

Defendants (Appellants)

AND   BETWEEN:

Maxwell Standford

Applicant (Appellant)

and

Bruno Scenna and John Gregoris

Respondents (Respondents in Appeal)

M. Shapiro, for the appellant Standford

Thomas S. Kent, for the respondent

Heard and endorsed: March 12, 2009

On appeal from the judgment of Justice Bruce A. Glass of the Superior Court of Justice dated November 9, 2007.

APPEAL BOOK ENDORSEMENT

[1]               The trial judge declared that the parties entered into a binding agreement on February 28, 2005 for the sale of Mr. Stanford's interest in certain companies to the individual plaintiffs.

[2]                Mr. Stanford raises two issues on appeal. First, he submits that the parties had not agreed on all of the essential terms of the sale and that the alleged agreement was in fact no more than an agreement to agree.

[3]                We do not accept this submission. The appellant points, for example, to the failure of the parties to agree on whether there was to be a share sale or a share redemption; to their failure to agree on the price to be allocated to particular assets; and to their failure to agree on the terms of a co-ownership agreement and a shareholders' agreement that would govern the parties' continuing co-ownership of a piece of property and one corporation.

[4]                In our view, these are not essential terms of the appellant’s agreement to sell his share of the business. The failure of the parties to address these details does not render the agreement that was made unworkable. Even in the absence of agreement on these terms, the contract that was agreed to by the parties could be carried out.

[5]                Second, the appellant submits that the parties did not intend their agreement in principle to be binding and in fact intended to continue negotiations.

[6]               We do not accept this submission. There was ample evidence based on which the trial judge could and did conclude that the parties intended to be bound by the terms of the agreement that was made.

[7]                The appeal is therefore dismissed with costs to the respondents in the amount of $7500 inclusive of disbursements and G.S.T.