Summary
The High Court wrongly reversed concurrent decrees for specific performance by treating the three-month payment period as essential without reading the seller’s prior reciprocal obligation to clear the mortgage and obtain title documents. Registered notices sent to the admitted correct address were deemed served absent rebuttal. On these facts, available funds, the notices and deposit of the balance supported readiness and willingness; mere delay within limitation did not defeat relief.
Issues
- Whether the contractual three-month period was essential when the seller first had to clear the mortgage and obtain title documents.
- Whether the notices, readiness and willingness, and delay justified reversal of the concurrent specific-performance decrees.
Held
- The agreement had to be read as a whole. The seller’s prior obligation concerning the mortgage and title documents preceded payment of the balance, so the three-month clause did not make time essential on these facts. (¶¶ 4, 9)
- Registered notices returned from the same address at which a later notice was admittedly received were deemed served unless rebutted; the defendant provided no contrary proof. (¶ 9)
- The High Court’s adverse inference about readiness and willingness rested on erroneous treatment of the notices. Mere delay in bringing this suit within limitation could not itself defeat specific performance. (¶ 10)
- The High Court also confused the property’s value at cross-examination with its value at the agreement date; the parties were free to negotiate the agreed price. (¶ 11)
Result
Appeal allowed; High Court judgment set aside and the concurrent judgments granting specific performance restored.