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SALE OF LAND - Agreement of purchase and sale - Acceptance

Friday, August 13, 2021 @ 5:34 AM  


Lexis Advance® Quicklaw®
Appeal by Ziola from the dismissal of his claim against Petrie concerning the sale of Petrie’s farmland that did not complete. Petrie listed 17 quarter sections of land for sale on a farm auction website. The website provided for an open bidding system to allow farmers to explore the market but not necessarily conclude with a sale of land. Ziola made bids on six quarter sections. Petrie gave Ziola two package options to purchase three subject quarters and one or two adjacent quarters at a higher price than Ziola had bid. Petrie denied agreeing that Ziola could purchase the subject quarters if Ziola did not accept one of the package options in response to Ziola’s question of whether he had the subject quarters. When Ziola indicated he was only interested in purchasing the subject quarters, Petrie refused to accept his deposit. The trial judge found the parties had not formed a contract for the sale of the subject quarters.

HELD: Appeal dismissed. The trial judge did not err in finding the package options were counteroffers by Petrie to Ziola’s bids and that Ziola’s consideration of the package options, whatever was said between them, showed the parties were still negotiating and had not formed a contract. The trial judge was not obliged to make an explicit finding of the words spoken by the parties to determine whether a contract was entered into because the formation of a contract had to be assessed on the evidence as a whole. It could not be found that Petrie unreservedly assented to Ziola’s bid. There was ample evidence to support the finding of a misunderstanding between the parties. The evidence fully supported the trial judge’s conclusion there was no consensus ad idem.

Ziola v. Petrie, [2021] S.J. No. 293, Saskatchewan Court of Appeal, R.K. Ottenbreit, N.W. Caldwell and R. Leurer JJ.A., July 8, 2021. Digest No. TLD-August92021010