



COURT OF APPEAL FOR ONTARIO

CITATION: Ritchie v. Castlepoint Greybrook
    Sterling Inc., 2021 ONCA 214

DATE: 20210407

DOCKET: C68446

Doherty, Rouleau and Miller
    JJ.A.

BETWEEN

Lucie
    Ann Marie Ritchie (formerly Brunet), Rahul Joshi and Erin Leslie

Plaintiffs (Appellants)

and

Castlepoint Greybrook Sterling
    Inc.

Defendant (Respondent)

Geoffrey D.E. Adair, for the appellants

Steve J. Tenai and Brian Chung, for the
    respondents

Heard: March 31, 2021 by video conference

On
    appeal from the judgment of Justice Paul Perell of the Superior Court of
    Justice, dated June 26, 2020, reported at 2020 ONSC 3840.

REASONS FOR DECISION

[1]

This appeal turns on the interpretation of an
    exculpatory clause (clause 28) in an agreement of purchase and sale relating to
    the preconstruction sale of condominium units in a proposed development.

[2]

In our view, the appeal cannot succeed.

[3]

On a plain reading of clause 28, the plaintiffs
    (appellants) were limited upon termination of the agreement by the respondent
    to the recovery of their deposit plus interest. We agree with the motion judge
    (paras. 81-85, 91-93), that the Tarion provisions incorporated into the
    agreement, which impose certain good faith obligations on the respondent, do
    not alter the plain meaning of clause 28.

[4]

Clause 28 is concerned with the allocation of
    risk, as between the parties to the agreement, should the agreement be
    terminated. The allocation of risk is achieved through the limitation upon
    termination of the agreement of the respondents potential liability to the
    plaintiffs (appellants). As the motion judge held, the limitation on the
    respondents potential liability, agreed upon by the parties in clause 28, is
    not inconsistent with the letter of the Tarion provisions or the policy
    underlying those provisions.

[5]

The appeal is dismissed. Costs of the appeal to
    the respondent in the amount of $25,000, inclusive of disbursements and all
    relevant taxes.

Doherty
    J.A.

Paul
    Rouleau J.A.

B.W.
    Miller J.A.


