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Tag: Contracts

REAL ESTATE LAW UPDATE: Is a Condominium Corporation Obligated to Buy the Superintendant’s Unit?

Coincidentally, the day I read the Ontario Court of Appeal’s decision in Lexington on the Green Inc. v. Toronto Standard Condominium Corporation No. 1930, (2010 ONCA 751)[Hereinafter  “Lexington”) was the same day that I reviewed a client’s status certificate from the same Condominium  Corporation so it was extra interesting to review this case.Under the Ontario Condominium Act, 1998 S.O. 1998 (Hereinafter the “Act”), within ten days of the condominium  Developer registering the condominium declaration and description, the Developer (also known as the Declarant) has to appoint an interim board of directors (the “Board”) to manage the newly created condominium corporation (Section 42(1) of the Act), until such time that the Declarant no longer owns a majority of the condominium units.  Once the Declarant ceases to own a majority of the units, within 21 days the appointed Board must call a first meeting of the unit owners to elect a new board (section 43(1)).  The Court in Lexington considered Section 112 of the Act, which permits for a newly appointed board of directors to terminate agreements (such as property management and other service agreements) which the appointed interim board has entered into.  The purpose is to discourage and prevent any “sweetheart deals” impropriety between the Developers’s appointed Board and condominium goods and service providers who could very well be subsidiaries of the Developer.

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Real Estate Law: What the Difference is Between a Condition and a Warranty and Writing the Agreement of Purchase and Sale

One of the most important things I stress to Realtors and purchaser clients is to make sure it is very clear in the agreement of purchase and sale that everyone knows exactly what is being bargained for and the agreement is structured and contains clauses towards that intent.  An older case, Jorian Properties Ltd. v. Zellenrath (1984 CarswellOnt 1376; 46 O.R. (2d) 775, 26 B.L.R. 276) (“Jorian”) is a helpful guide that illustrates some these issues.In Jorian, the Purchaser entered into an agreement of purchase and sale with the vendor to purchase a legal five-plex (“Property”).  Upon the Purchaser’s lawyer’s search to the relevant zoning authority, it was discovered that the Property was only a legal triplex.  The Vendor who had represented that the property was a legal five-plex did not know that the Property did not comply with zoning.  After some negotiation with respect to an abatement of the purchase price, the Purchaser refused to close the transaction and then sued the Vendor for damages.  Evidently the Purchaser strongly desired the Property because the Purchaser wound up purchasing the same Property from a subsequent purchaser that the Vendor sold the Property to for a higher price, .

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Assignment of leases, rents, non-disturbance, and attornment

Assignment and Assumption of Contracts General RulesThe lease is a mixture of benefits and obligations, which can be unilateral or bilateral.  The “assignor”, or a party to a lease, can assign the benefits to a third party, the “assignee” but cannot assign the obligations without the consent of the other contracting party or the non-assigning party. The assignee can assume the obligations without the consent of the non-assigning party, but this does not relieve the assignor of its primary liability for the obligations. Nor does it enable the non-assigning party to sue the assignee for a default. In the event of default, the non-assigning party can sue the assignor who could in turn sue the assignee who had assumed the obligations and either expressly or by implication agreed to indemnify the assignor for the assumed obligations. The point here is that benefits can be assigned without consent of the non-assigning party, but obligations cannot. Nonetheless, if the benefit is expressly not assignable or because of its nature is not assignable, or if the lease provides a mechanism for its assignment, then these express provisions would modify the right of the assignor to assign a benefit. This is known as the Doctrine of Privity of Contract, and it has value in some instances, like other contractual rules, but causes unnecessary complexity and rigidity in relation to assignments.

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COMMERCIAL LEASING: All About Transfers

Involvements of matters relating to assignments are substantial in commercial leasing, as will be seen in this part of our ongoing series.Transfers In respect to assignments, important developments have taken place. This is due to the fact that courts are unwilling to permit landlords to terminate a lease when a request for a transfer is made without providing an opportunity for the tenant to withdraw its request.

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ASSIGNMENTS: Assigning your Contract to someone else!

Under a contract, the assignment of rights is the complete transfer of the rights to receive the benefits available to one of the parties to that contract. Say, party X makes a contract with Party Y to sell his bicycle to him for $100. Party X can later assign the benefits of the contract or the right to be paid $100 to party Z. Here, party X is the assignor/obligee, party Y is an obligor, and party Z is the assignee. This assignment

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WHAT IS CONSIDERED A CONTRACT: Offer and Acceptance

According to law, a contract is a legally recognized agreement enforceable in court and/or by binding arbitration. In other words, it is a deal comprised of promises with a solution for resolving any breach. If an offer capable of immediate acceptance is reciprocated with an exactly similar acceptance, it is generally agreed that an agreement has been reached. It follows from the above that the sides (could be more

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Business Purchase Gone Wrong

You decide to purchase a business– either to consolidate the market, or enter into a new venture. After a hard fought negotiation and many wrinkles in arranging for financing, it’s now time to close the deal and take control of your new expanded enterprise. In some cases, this is where the headache begins.

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