CAMROSE REGIONAL EXHIBITION AND AGRICULTURAL SOCIETY v CAMROSE (CITY)

The Defendant brought an Application seeking Summary Dismissal of the Plaintiff’s Action. The Plaintiff managed certain lands that were used for hosting events, concerts, and tradeshows, as well as a private campground developed by the Plaintiff. The Plaintiff owned a portion of the lands, and leased a large portion of the lands from the Defendant. The campground managed and developed by the Plaintiffs was located on the portion of the lands that were leased from the Defendant. The Plaintiff began facing financial difficulties and as a solution, intended to sell the campground.

Pursuant to the lease between the parties, the Defendant had a right of first refusal to purchase the campground and initially advised that they would waive this right and facilitate the sale, as it would involve the purchaser of the campground to enter into a new lease with the Defendants. The Defendant advised of certain terms that would likely be incorporated into a new lease, including duration and price. Following this, the parties had informal conversations about the sale of the campground, but no contractual agreement was ever prepared nor were strict terms agreed to. The Plaintiffs eventually found an interested third-party purchaser. However, upon being made aware of this, the Defendant advised that they wanted to negotiate the terms of the lease with the third-party purchaser.

As a result of the terms being imposed by the Defendant, the sale of the campground did not close as planned. The Plaintiff commenced an Action against the Defendant alleging that the initial communications between the parties constituted a contract, and the Defendant’s attempts to negotiate or impose new terms amounted to a breach of that contract, and a breach of the Defendants duty of good faith and honest performance.

The Defendants took the position that the communications did not amount to a contract because they were informal, without prejudice, and lacked the necessary certainty.

The Court held that there was no contract between the parties. In addition to the fact the initial communications between the parties were informal and without prejudice, the lease agreement included language that necessitated a written and executed agreement for any modifications of the terms. The Court held that there was no disagreement of the facts of the case, the disagreement was found in the consequences of those facts. As such, the Court determined that it could make a fair and just determination based on the record, and granted the Application for Summary Dismissal.