Our top cases

Lithium Royalty Corporation v Orion Resource Partners (2021)

Our firm represented Lithium Royalty Corporation (LRC) in a precedent-setting commercial dispute addressing the enforceability of digital-age agreements. The Ontario Superior Court confirmed that a binding and enforceable contract can arise from negotiations conducted entirely through email correspondence and video conferencing, even without a formally executed document.

The case involved a multimillion-dollar sale of a lithium royalty interest in the Thacker Pass Project. Despite Orion’s subsequent refusal to close and its sale of the royalty to a third party, the Court held that all essential terms, price, percentage interest, property, and payment method had been agreed upon, creating a complete and enforceable bargain. Specific performance was ordered, compelling Orion to complete the transaction.

This decision reinforces that in modern commercial practice, intention to be bound may be inferred from conduct and communications, not formalities. It stands as a critical reminder that corporate parties must treat electronic negotiations with the same caution as signed instruments, particularly in high-value resource-sector transactions.

Significance:

Confirms that email and virtual negotiations can form binding contracts.

Demonstrates the Court’s focus on objective intention and essential terms, not execution formalities.

Strengthens reliability and predictability in digital commercial contracting, aligning Canadian jurisprudence with global trends in electronic commerce law.

Frye v. Sylvestre, 2023 ONCA 796

We represented Ms. Sylvestre, successfully defending against allegations that an agreement had been concluded for the sale of her shares in a closely held corporation. The Ontario Court of Appeal upheld the motion judge’s finding that no binding contract existed, emphasizing that uncertainty surrounding essential terms—including transaction structure, tax treatment, dividend entitlement, and timing—prevented contract formation.

Although the parties had exchanged emails referencing general price points and intent, the Court concluded that the correspondence reflected ongoing negotiations, not final consensus. The decision illustrates the principle that certainty and completeness are prerequisites for enforceability: even sophisticated commercial actors cannot be bound where material elements remain unresolved.

Significance:

Reaffirms that agreement on essential terms is a condition precedent to contract formation.

Highlights the importance of clarity in drafting and transactional structure, especially in complex corporate sales involving tax and trust considerations.

Serves as a counterpart to Lithium Royalty Corporation v. Orion Resource Partners, illustrating the fine line between enforceable digital contracts and incomplete negotiations.

Comparative Insight

Together, these cases form a balanced study in contract formation doctrine:

Lithium Royalty confirms that definitive agreement via digital means can create binding obligations.

Frye v. Sylvestre cautions that incomplete or ambiguous negotiations cannot.

For corporate counsel and deal-makers, these rulings underscore the dual imperatives of precision and prudence—ensure that every communication reflects your client’s true intent, and confirm that essential terms are fully settled before moving from “in principle” to “in law.”