Gregg Properties Co Ltd. v Giffells Management Ltd., 2009 ABQB 485

The Plaintiff in this matter entered into a Purchase and Sale Agreement for a commercial property subject to a condition precedent that the Vendor subsidized the property to the satisfaction of the purchaser by a prescribed date. This date was subsequently extended multiple times. The last extension was proposed by the Defendant after the supposed completion date, but he sought a higher price than initially agreed upon and reduced the acreage of the property. The condition precedent was the subject matter of this litigation. The Plaintiffs argued that the Vendor's condition was not a true condition precedent because the matter that was delayed was the final step of the transaction, not the initial step.
Furthermore, it was stated that the Vendor failed to use reasonable efforts to obtain subdivision approval. It was also argued that the Defendant's actions were designed to drive up the price of the property in question. The Plaintiff sought a declaration that the Defendant breached its obligation under the Purchase and Sale Agreement and sought an order of specific performance directing that the property be transferred to the Plaintiff. In the alternative, an award of damages was sought.
The Plaintiffs were awarded specific performance granting them the land they bargained for. The Defendant failed to fulfill its obligations to obtain subdivision approval, and these failures caused the Plaintiff economic losses. It was stated that specific performance was an appropriate remedy because the parcel had unique value to the Plaintiffs. Although land can be considered a commodity, land is not all the same. It is recognized that a particular view, a historical connection or accessibility to amenities, among other examples, can make land unique intellectually, physically and economically. Specific performance was also preferred to avoid the complex and potentially more litigious implications attached to calculating damages.