Defended ICI Canada at trial in an action for specific performance of an agreement for the sale of land in Georgian Bay
Sola Developments Limited (as purchaser) and ICI Canada Inc. (as vendor) entered into an agreement of purchase and sale of lands formerly used as an explosives manufacturing facility (the “APS”).
The purchaser sought specific performance of the APS. The Court held that the APS was automatically terminated when the purchaser failed to waive the condition relating to the environmental status of the lands. The doctrine of promissory estoppel did not apply. The parties’ course of conduct did not give rise to any unambiguous assurance that the APS had been kept in force. The vendor acted reasonably in its efforts to obtain the required consent under the Planning Act R.S.O. 1990, c. P.13.
The consent was not obtained and there was no obligation to close the sale of the lands. The vendor did not breach the APA and the purchaser was not entitled to a remedy. The purchaser’s claim was dismissed.