Fram Elgin Mills 90 Inc. v. Romandale Farms Limited

Torys acted as appeal counsel to Fram Elgin Mills 90, one of the successful appellants, with a team led by Sheila Block and Jeremy Opolsky.

On April 5, 2021, the Ontario Court of Appeal (the “Court”) released its 182-page decision reversing the 2019 trial decision by Justice Spies in Fram Elgin Mills 90 Inc. v. Romandale Farms Limited and awarding specific performance to the appellants, requiring that the respondent fulfill its obligations under a 2005 agreement for the purchase and sale of over 275 acres of undeveloped land in Markham, Ontario.

Among the many complicated legal issues raised in the appeals, the relatively rare doctrine of estoppel by convention played a critical role in the Court’s reversal. At its simplest, the doctrine holds that in a transaction between contracting parties a shared assumption of fact or law can be used to prevent one of the parties from acting in a manner contrary to that shared assumption, where it might be detrimental to other parties. The case dealt with a broad array of issues including breach of multiple contracts, anticipatory breach, repudiatory breach, breach of good faith, agency, fiduciary duty, mutual mistake, frustration, estoppel, res judicata, judicial admissions, limitations, laches and specific performance.

The full decision can be found at ontariocourts.ca.