The case EPRF Holdings Limited v. Fergus Bloor Inc., 2024 ONCA 707, involves the forfeiture of a $350,000 deposit due to the termination of an Agreement of Purchase and Sale (APS) for commercial property.

• Parties: EPRF Holdings Limited (Appellant) vs. Fergus Bloor Inc., Storekey Holdings Inc., and Cushman & Wakefield ULC (Respondents).

• Main Issue: Whether Fergus Bloor Inc. was entitled to terminate the APS and recover the deposit due to EPRF's failure to remove an open work permit on the property before closing.

• Facts:

  • Fergus Bloor agreed to purchase the property and made a $350,000 deposit.

  • The APS required EPRF to remove any title defects, including work permits.

  • Despite assurances, one of the two open permits remained unresolved by the closing date.

  • Fergus Bloor terminated the APS and sought a refund of the deposit.

• Lower Court: Ruled in favor of the respondents, stating EPRF failed to meet its contractual obligations by not clearing the permit.

• Appeal:

  • The Court of Appeal upheld the decision, emphasizing that the failure to clear the permit justified the termination.

  • The court rejected EPRF’s alternative remedies, like indemnity, stating the respondents were entitled to terminate based on the APS terms.

The appeal was dismissed, and EPRF was ordered to return the deposit.