Court of Appeal

Decision Information

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CASE NO.                                                  VOL. NO.                                                          PAGE

 

JONES POWER CO. LTD., a body                                           MITSUI & CO. (POINT ACONI)

corporate, and J.A. JONES                                                                     LTD., a body corporate

CONSTRUCTION CO., a body

corporate                                                                                                                                          

                                                                         - and -

 

(Appellants)                                                                                                                (Respondent)

 

CA 159069                                               Halifax, N.S.                                    CROMWELL, J.A.

 

                                                                                                                                                           

                                  Cite as: Mitsui & Co. (Point Aconi) Ltd. v. Jones

                                                 Power Co. Ltd.., 2000 NSCA 95]

 

APPEAL HEARD:                                       March 27, 2000

 

JUDGMENT DELIVERED:                       August 23, 2000

 

 

SUBJECT:               Contracts - Certainty and Completeness

 

SUMMARY:              The parties entered into a large and complicated construction contract.  Disputes arose and after months of unsuccessful attempts to resolve them at lower levels, senior executives on both sides negotiated and signed a Memorandum of Understanding (MOU).  The appellants then repudiated the MOU and claimed not to be bound by it.  Litigation ensued.  The issue of whether the MOU was a binding contract was severed from the main actions and tried.  The trial judge held the MOU was a binding contract.  The appellants appealed.

 

ISSUES:                    1.         Was the MOU conditional on further agreements, incomplete and uncertain?

 2.      Was the respondent bound by the MOU?

 

RESULT:                  Appeal dismissed.  The MOU was not conditional on further agreements.  It contained all essential terms and was capable of being given a reasonably definite meaning.  There was no basis to disturb the trial judge’s finding that the respondent was bound by the MOU.

 

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