Executive Summary – Key Legal & Evidentiary Issues

• Validity of Contract: Dispute over whether a binding and enforceable purchase and sale agreement existed between the parties.

• Specific Performance Claim: Plaintiff seeks to compel completion of the land sale rather than accept monetary damages.

• Alleged Repudiation: Evidence shows the defendant may have refused to close unless new terms were agreed upon.

• Security for Costs Motion: Defendant's late-stage request to require the plaintiff to post costs was dismissed as tactically motivated.

• Readiness to Close: Plaintiff provided emails and financing evidence to support claim it was ready, willing, and able to close.

• Impact of Delay: Defendant's delay in raising procedural objections undermined credibility and fairness of the motion.

Facts of the Case

The dispute stems from a failed real estate transaction involving approximately 69 acres of land south of Winnipeg, formerly operated as the Copall Equestrian Centre by the defendant, Darlene Dolinski. In 2013, Dolinski entered into an agreement to sell the land to a corporation called Arero, controlled by the developer Peter Tines. The plan was to transform the site into a large-scale Equestrian Community, which included riding trails and residential development.

The transaction was structured to include:

• A $2.975 million purchase price, with:

  • $10,000 deposit

  • $690,000 from a new mortgage

  • $2.275 million vendor take-back mortgage with balloon payments starting in 2020

• A leaseback arrangement under which Dolinski would lease part of the land to continue operating the equestrian facility.

• Assignment of the agreement to a newly created company, Winnipeg Equine Centre Inc., also controlled by Tines.

Despite multiple extensions of the possession date, tensions arose. By late 2017, Dolinski demanded significant amendments to the agreement, including full release from the lease and more cash on closing. She ultimately refused to close the deal, leading Winnipeg Equine to allege repudiation of the agreement.

In response, Dolinski filed a counterclaim for damages, citing harm caused by caveats registered against the title. She also brought a motion for security for costs, arguing the plaintiff lacked financial capacity to pay a future cost award.

Arguments and Court’s Analysis

The central legal and evidentiary issues were:

• Whether a binding and enforceable agreement existed: The court found compelling evidence that the agreement had become unconditional, including a waiver of development conditions and communication from the plaintiff’s counsel requesting closing documents.

• Repudiation by the defendant: The defendant’s emails and conduct demonstrated an unwillingness to complete the transaction unless new terms were accepted—amounting to repudiation.

• Timeliness of the security for costs motion: The court emphasized that such motions must be made promptly. Dolinski’s six-year delay—despite knowledge of the developer’s financial challenges—was deemed tactically motivated rather than protective.

• Merits of the specific performance claim: The court noted strong prima facie evidence supporting the plaintiff’s readiness and ability to close. Specific performance was justified due to the unique nature of the property, which was integral to a larger, coordinated development.

• Defendant’s financial and legal sophistication: Contrary to her claims of being unaware, the court highlighted Dolinski’s background as a business broker and prior owner of the equestrian facility, suggesting she was fully capable of understanding the agreement and its implications.

Outcome

Justice Rempel dismissed the motion for security for costs, finding that:

• It was brought too late in the proceedings.

• The defendant had long been aware of the plaintiff’s financial situation.

• The motion appeared to be a strategic attempt to obstruct litigation.

The court concluded that ordering security for costs at this stage would be unjust and contrary to the principles outlined in Manitoba’s Rule 56.01 and relevant case law (Gray v. Webster). No further ruling was made on the quantum of security, as the issue was rendered moot.