



COURT OF APPEAL FOR ONTARIO

CITATION: Sotiropoulou v. Beaudin, 2014 ONCA
    168

DATE: 20140303

DOCKET: C57740

Feldman, MacFarland and Epstein JJ.A.

BETWEEN

Maria Sotiropoulou and Apostolos Papatolikas

Appellants

and

Gilles Beaudin and Marie Hersa
    Pierre-Louis

Respondents

William Ribeiro, for the appellants

Karey Anne Dhirani, for the respondents

Heard and released orally:  February 14, 2014

On appeal from the decision of Justice David G. Stinson
    of the Superior Court of Justice, dated September 30, 2013.

ENDORSEMENT

[1]

The parties had negotiations, including a meeting, an offer by the
    appellants and a counter-offer by the respondents. The respondents counter-offer
    provided by its terms that it would become null and void at 8:00 p.m. on March
    15, 2012, if not accepted.

[2]

It was not accepted within the time specified. There was no
    communication of the acceptance of the counter-offer and nothing heard from the
    appellants until their lawyers requisition letter of March 23, 2012. By that time
    the respondents counter-offer had expired.

[3]

In our view, there was no error on the part of the motion judge to have
    concluded that there was never a meeting of the minds and no binding agreement.

[4]

Counsel submits that the terms of the respondents counter-offer were
    not essential terms of the agreement. However, the law is clear. As Professor
    Fridman notes, [m]ore than once has it been said that an acceptance must
    correspond precisely to the terms of the offer: G.H.L. Fridman,
The Law of
    Contract in Canada
, 6th ed. (Toronto: Carswell, 2011), at p. 57. Otherwise,
    the purported acceptance is at most a counter-offer, and a further
    communication of assent will be required from the offeror before a contract is
    formed: S.D. Waddams,
The Law of Contracts
, 6th ed. (Toronto: Canada Law
    Book, 2010), at para. 60.

[5]

The appeal is dismissed.

[6]

Costs to the respondents fixed in the amount of $6,500.00 inclusive of
    HST and disbursements.

K. Feldman J.A.

J. MacFarland J.A.

Gloria Epstein J.A.


