The appellant, 2380673 Ontario Inc., orally agreed in September 2019 to sell a 32-acre property to the respondent, 2730453 Ontario Inc., for $4.1 million, closing by January 8, 2020.
The respondent completed all necessary steps for closing, including title searches, due diligence, document preparation, and tendering funds, but the appellant refused to close.
Under s. 4 of the Statute of Frauds (Ontario), an oral land sale contract is generally unenforceable unless evidenced in writing. However, the doctrine of part performance applies if one party acts to its detriment in reliance on the agreement.
The appellant argued that detrimental reliance was not met because the respondent’s tendered payment was refused.
The Court of Appeal upheld the trial decision, finding that the respondent’s expenses and actions constituted part performance and that it would be inequitable to allow the appellant to rely on the Statute of Frauds.
