Caivan (Creekside) Limited Partnership et al. v. Logoteta et al., 2025 ONSC 1875
We have an expensive pre-construction townhouse at the height of the market. The Buyers are in breach of contract, but the Seller simply threatens to take appropriate action, but never really takes it. The Seller had plenty of opportunities but the wanted to be “nice”, and eventually that came back to “haunt them”. Let’s look at the timeline in this particular transaction.
Timeline Summary
June 2022
- Defendants enter into an Agreement of Purchase and Sale (APS) to buy a new townhouse in Oakville for $3,309,990, expected for occupancy in July 2024.
- Defendants make first deposit payments in June and July 2022, totalling $100,000.
August 29, 2022 & October 28, 2022
- Defendants fail to make the next two required payments (totalling $262,000) due to difficulty selling their U.K. home. (two breaches, act now)
October 31, 2022
- Plaintiffs grant an extension to pay the overdue amounts until November 10, 2022 at 5 p.m.
- Letter says plaintiffs “shall have the right” to terminate if payment not made, but does not state they will terminate.
November 4, 2022
- Defendants notify plaintiffs they cannot make the payments by November 10.
November 8, 2022
- Plaintiffs warn that if payment is not received by 5 p.m. on November 10 they “will move to terminate” and deposits “shall be forfeited.”
- Plaintiffs also say they may consider reviving the deal if defendants later become able to pay, an affirmation of the contract.
November 10, 2022
- Defendants fail to make the required payments.
- Plaintiffs take no action, no termination, no communication.
March 16, 2023
- Plaintiffs enter into a new agreement to sell the property to a third party for $2,899,990 (approx. $410,000 lower).
May 2, 2023
- Defendants ask if the property is still available.
- Plaintiffs tell them it has been sold.
- Defendants claim the plaintiffs have fundamentally breached the APS.
Spring 2023
- Plaintiffs demand $397,080 from defendants for alleged damages.
July 12, 2023
- Plaintiffs commence litigation.
- Defendants counterclaim for return of deposits.
March 25, 2025 – Judgment
- Court rules that:
- The APS was never terminated by the plaintiffs.
- Plaintiffs breached the APS by reselling in March 2023.
- Defendants are entitled to a return of their deposits with interest.
- Plaintiffs’ damages claim fails.
- Plaintiffs’ summary judgment motion is dismissed; defendants’ cross-motion is granted.
Caivan v. Logoteta reinforces a simple but often overlooked principle: breaking a contract is a two-step process. A repudiation by the purchaser is only the beginning. The builder must follow through with a clear election to terminate, and communicate it. Failure to do so may result in the builder being liable, even where the purchaser was initially in the wrong.
Brian Madigan LL.B., Broker