Background: Mark Angus and CDRW Holdings Ltd., along with John Williams, were involved in a dispute over the negotiation of property sale terms. The parties signed a one-page document outlining these terms, which included a $600,000 deposit that was never paid.

Trial Judgment: The trial judge determined that the document was a non-binding term sheet rather than an enforceable contract. The judge reasoned that the document was too general and uncertain, indicating that the parties did not intend to create binding legal obligations.

Appeal: Mark Angus appealed the decision, arguing that the trial judge ignored or misconceived evidence, failed to consider all surrounding circumstances, misinterpreted the document’s language, and improperly used subsequent conduct evidence. The respondents, CDRW Holdings Ltd. and John Williams, maintained that the trial judge had correctly found no binding contract was formed.

Court of Appeal Decision: The Court of Appeal dismissed the appeal. The court concluded that the appeal had to be decided on the deferential standard of palpable and overriding error, which the appellant failed to show. The court upheld the trial judge’s interpretation that the parties did not intend to create a binding contract.

Costs: The court did not specify the total amount of costs awarded, but typically, the successful party in an appeal, in this case, the respondents, would be entitled to recover legal costs from the appellant.