Simon's Legal Resources

Statutory Interpretation - "Completion"

. Ayuba v. Erhunmwun

In Ayuba v. Erhunmwun (Ont CA, 2026) the Ontario Court of Appeal considered three related appeals, here arising "from two failed transactions involving the assignment of agreements to purchase pre-construction homes".

Here the court considered the contractual meaning of the term 'completion':

[29] Article 17 is engaged where the assignment agreement “is not completed due to the default” of Stateview. Both conditions are met.

[30] The assignment agreements distinguish the “assignment closing date” from the later “final closing”. On the assignment closing date, the assignors’ rights under the Stateview agreements of purchase and sale were transferred and partial payments were made. At final closing, the assignees were to take title from Stateview and make the final payments owing under the assignment agreements. The agreements further contemplated that the assignment transactions would come to an end if the assignees failed to make those final payments after taking title. Completion, therefore, required more than the intermediate assignment closing.

[31] “Completion” in this context means full performance of the transaction contemplated by the agreement: Lambton (County) v. Canadian Comstock Co. Ltd., 1959 CanLII 22 (SCC), [1960] S.C.R. 86, at pp. 93-94. Here, neither title nor the final assignment payments changed hands because Stateview’s receiver terminated the underlying agreements of purchase and sale before final closing. The assignment agreements were, therefore, not completed, and their non-completion resulted from Stateview’s default. Article 17 accordingly requires the assignors to return the monies paid to them by the assignees under the assignment agreements.