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Contract Enforceability is a Matter of Substance over Form

Hoban Construction Ltd. v. Alexander, 2012 BCCA 75

Does a handwritten document, hastily drafted and signed in a gravel pit, constitute a legally binding contract?

The parties to the action had known each other for some time before they went into business together. The parties invested in the Malakwa Mill, which was involved in the production of wood veneer. Later, the appellants, using the notice provisions of a unanimous shareholders agreement (“USA”), advised the respondent that it wished to sell its shares in the business venture. A crude, handwritten document, parts of which were not decipherable by the trial judge, served as the alleged agreement to purchase the appellants’ shares. The respondent refused to complete the share purchase and, ultimately, the appellants sold their shares for a much lower amount to other purchasers. The appellants sought the difference, some $600,000, from the respondent.