• Properties: Two apartment buildings in Toronto with 100 rental units.
• Agreement: MOD purchased the buildings for $75 million, planning a redevelopment into a complex with condos, townhouses, and rental units. The respondents were to receive 100 rental units post-condo registration.

Key Issues on Appeal

1. Cost Sharing for Common Amenities:
   • Original Plan: Separate entrances and lobbies for condos and rental units.
   • City Requirement: Common entrance and shared amenities.
   • Dispute: Allocation of increased costs due to City's requirements.
2. Responsibility for Rental Units Prior to Legal Transfer:
   • Issue: Management and leasing of rental units before the legal title transfer to respondents.
   • Judgment: Respondents should manage the units and collect rents even before legal transfer.

Judgment

• Standard of Review: Contractual interpretation—deferential unless an error of law is evident.

1. Cost Sharing Decision:
   • Lower Court: Respondents should only pay for amenities directly benefiting rental units as initially planned. MOD should cover costs for unanticipated shared amenities.
   • Appeal Court: Agreed, emphasizing commercial efficacy and reasonable expectations at the agreement time.
2. Responsibility for Rental Units:
   • Lower Court: Respondents have a greater interest and capability in leasing the units. MOD holds the units in trust for the respondents.
   • Appeal Court: Supported the lower court’s decision, preventing unjust enrichment of MOD.

Disposition:

• Appeal Dismissed.
• Costs Awarded: $38,000 to respondents.