limited giant mascot mines

SUPREME
280
EDMUND TAYLOR
JAMES
1953
COURT
Oct 21
223
19
Plaintiff
APPELLANT
AND
SILVER GIANT MINES
May
CANADA
OF
LIMITED
GIANT MASCOT
LIMITED Defendants
MINES
and
ON APPEAL FROM THE COURT
RESPONDENTS
OF APPEAL FOR
BRITISH COLUMBIA
AgentRight
with
Desiring
to
Mines
the
to
party
comnzissionEngaged
introduced
the
Later
Giant
he
as
continuity
the
Ltd
to
did
be
not
limited
elect
of
agreeing
to
to
deal with
to
to
his
engage
com
certain
commission but the
that
treat
Giant
Silver
negotiate
Subsequent
made
negotiations
respondent
to
agent
memorandum
declined
company
in
Co
Mines
signed
saleAgreement
negotiate
property
appellant
Mascot Gold
appellant
mission
Silver
mining
the
engaged
Hedley
ment
of
dispose
Ltd
to
agentBreak
by
his
withdrawal
as
repudiation
The
two
companies
the
through
were
were
efforts
broken
off
by
Mascot company
into
entering
control
acquired
differed
in
appellant
down
and
commission
was
many
letter
of
the
Negotiations
agreement
of
the
The
appellant
in
company
on
carried
whereby
property
material
Giant
Silver
later
the
from
resulted
Hedley
The
question
particulars
with
relation
negotiations
the
one
each
which
to
Hedley
the
the
in
Mascot
parties
company
reached
agreement
drafted
other
followed
before
the
down
break
The
an
the
into
brought
initially
of
took
none
no
direct
that
claiming
maintained
part
thereafter
by
the
in
His
he
trial
had
the
action
been
judge
negotiations
against
the
but
both
effective
dismissed
before
the break
for
respondents
cause
by
o.f
the
the
Court
sale
of
Appeal
Held Kellock
missed
and
Estey
JJ
dissenting
that
the
appeal
should
be
dis
SUPREME COURT OF CANADA
S.C.R
Per
C.J
Rinfret
96
L.T.R
58
was
been
for
sale
mission
not support
the appellant
appellants
of
of
though
and
any
legal
JJ
Had
to
by
made
the
Court
and
the negotiations
that
the
assumed
that
do
to
have
such
negodid
would
so
not
failed
broken
were
claim
of
appellant
do
to
initiated
commission
for
the claim
1888
appellant
the
com
to
have
afforded
remedy
dissenting The
engagement
that
was
he
if
the property
purchased
established
evidence
found
he
buyer
who
would
be
th
that
as
result
entitled
to
commission
the
Construing
took
break
in
both
the
time
the
an
of
letter
the
the
of
writing
relation
did
it
been
The attitude
some time and to
for
Construed
continuation
of
that
convinced
letter
the
in
former
the
it
of
light
efforts
what
to
constitute
not
both
of
negotiations
the
made
be
but
in
negotiations
its
have
to
writing
should
was
after
of
them
the
off
and
continuity
agreement
the
broke
before
showed
companies
at
which
letter
place
be
still
was
desirable
the
evidence
conclude
to
an
agreement
Since
the
commission
the
service
ages
The
of
commission
fact
he
had
of
now
not
delivery
of
of
since
or
the
interest
breach
shares
on
of
he
part
damage
in
of
were
having
was
be
to
the
which
since
withheld
shares was
or
and
the
to
entitled
shares
the
he
commission
his
was
contract
the
of
of
he
available
enforceable
an
the value
the non-delivery
that
that
But
cent
per
amount
the
contending
were
they being
the award
for
10
to
agreed
now
from
his
date
had
appellant
precluded
entitled
the
did
respect
was
usual
to
be
performed
dam
to
computed as
of
the
respondent
not
to
provide
the
basis
withholding
thereof
APPEAL
from the
judgment
British Columbia
by an
an action
agent
Johnson
Q.C
Bull
Alfred
for
the
judgment
at
for
the
for
trial
in
commission
for
the
Court of Appeal
the
of
reversing
appellant
and
Goldie
respon
dents
The judgment
by
was delivered
Upon
LOCKE
the
appellant
Limited
flicting
the
C.J
of Rinfret
by
learned
the
question
the
as
Judge
the
after
following
W.W.R
and Locke
JJ
employment of
Silver
Giant Mines
to
respondent
trial
evidence made
Taschereau
the
considering
finding
N.S
407
the
1954
the
would
Appeal
of
the
in
invited
was
negotiations
commission
the
the
the view
be
it
appellant
the
terminated
depriving
Estey
introduction
his
were
eventually
purpose
even
Keliock
found
and
employment
Toulmin
Miller
in
property
the claim
between
arrangement
general
used
which
the
as
Since
did
the
work
of
sale
down
the
evidence
off
Per
the
sale
The
not
but
complete
negotiate
was
expression was
in
broke
JJ
Locke
that
resulted
tiations
and
respondent
to negotiate
by him
The
the
which
in
sense
Taschereau
and
appellant
281
con
TAYLOR
SILVER
GUNT
MINES Lto
AGIANT
MINES LTD
SUPREME COURT
282
The
1954
plaintiff
4YLOR
the
SILVER
of
GIANT
MINEs LTD
AND GIANT
his
deal was
Tremaine
In
MxxssLp
had
appeal
by
Wheele
made
in
Compan
later
Court
the
to
of
through
for
he
learned
the
that
27
September
President
its
agent to conclude
in his reasOns
passage
evidence
of fact
with
deal
This was expressed
Company
that
respondent
that
prior
Dolmage
has said that
finding
some time
companys
as the
JA
Dr
the
present
judgment
inter alia
Silver Giant
Hedley
for
of
his
through
of
accepting
the
of
trial Bird
the
employed
the
in
result
as
that
effect
by the evidence
hesitation
no
from the reasons
was
plaintiff
ently
the
judgment at
Judge
the
to
and
deal with
was negotiated
deal
supported
President
the
negotiate
to
unanimous judgment
allowing
ØOncludØd
1949
by Wheeler
Gian.tCompany
have
the
delivering
from the
the
negotiated
McLelan
and
Appeal
trial
was egaged
Silver
and
that
Company
The .plain.tiffs
evidence
services
efforts
the
Mascot
Hedley
of
he
that
says
Managing-Director
CANADA
OF
rather
differ
judgment
which
read
The
me
leads
of
language
judgment
for
the conclusion
to
that
the
1949
was an
employment
Z7
September
think
it
learned
trial
of
of fact
to
instance
of the
Mines
da1
that
of
the
Silver Giant
brought
to
the
for
parties
is
27
September
compensation
Appeal
the
to
as
the
such
prior
to
quoted
that
the
agreed
with
the
fact
of
N.P.L
the
the
this
terms of
Taylors
by
breakdown
Company
.the
the
the
dated
Giant
at
organized
terms of
learned
the
of
and
arrange
undertaking
respondent
the
letter
to
in the
trial
the
N.S
From
as
for
the
Company
solicitors
407
the
to .the
between
Hedley Mascot
the
agreement
reasons
Judge
negotiations
from
W.W.R
an
1950
May
not referred
the
ppel1ant
Company and Hedley Mascot
under
is
the
of
acquisition
company
them
matter
by
as to whether
Company by
Silver Giant
about
is
Limited
delivered
the
of
witIin
in
into between
judgment
effect
be decided
Giant
Silver
Mines
fact
Judges nding
question
this
which resulted
entered
the
between
reasons
Company
Silver Giant
the
the
Mascot
Gold
prior
the passage
Court
not only
upon
question
did negotiate
the
learned
his
Company but as to the
employment and there ththits concurrent
nature of that
of
deal
settled
or
from
the
Judge
employment by
ment
the
of
some time
negotiate
discussed
clear
is
Judges
The
effect
place
in
Giant
Silver
1949
learned
findings
the
discussing
by the
Taylor
took
to
been
not having
Judge when
trial
of
that
which
employment
services
learned
the
employment
the
for the
SUPREME COURT
former
to
company
February -6 1950
the
Mascot
Hedley
that
assume
CANADA
OF
dated
Company
argued before
not
was
it
283
im
1949
they
pioperty
ne
by
an
reached
to be
company
Company would
in
agreement
the
Compan
wrote
that
Mascot
Hedley
upon
its
install
property
been settled by them with the
but
Company
company
by the
to
owing mainly
ently
solicitors
document
this
was
the
had
patties
Silver Giant
the
executed
never
in
difficulties
for
the
to say- that
the form of the agreement to be executed
for
LkeJ
the
property
upon
B.C The tro companies were to be paid
at Hedley
contributions
their respective
by shares to be issued in
On October 31 1949 the solicitors for
new company
Hedley Mascot
MINES.LTD
be acquired
financial aid
to giving
mill then situate
of
OctOber
in
appar
the financing
arranging
the
were continued
during
new company
Negotiations
12
the
solicitors
month of November -and on December
for
the
the
Silver Giant
iig
the
parties were
directors
of
Dolmage
the
to
from the said
letter
that
stated
the
letter
their
While
it
pf
Tlature
December 12
is
not
the negotiations
interval
tinued
On
the
the
the
to
last
Board
state.that
the
in
mentioned
of
the
of
Directors
hope
date
of
the
the
General Manager
the
Com
by
rejected
which
same date
that made
was
evidence
as
between
that
think evident
officers
principal
negotiate
on
Hedley Mascot
was
the
from the
the
of
Decem
on
held
Silver Giant
proposal
carried
is
it
the
the
bearing
clear
very
of
which
proposal
acceptable
and January 27 1950
for
solicitors
of
meeting
Company
on behalf
solicitors
only
to Dr 1olmage mak
upon which they said
Following
Mascot
counter
pany making
one point
accord
in
HŁdley
Dr
wrote
Company
the
not
the
13 1949
Company wrote
as
proposal
two
that
companies
Hed-ley
reported
date
this
con
an agreement
of reaching
minutes
during
in
the
to
of
meeting
Mascot
to
the
LT
MINES
GIANT
on
wee
whereby
would
formed and
addition
ball
the
report
negotiation
the Silver Giant Company
of
September
in
favourable
active
Sihrer
coisulting
two-companies ahd early
the
practically
the
Cdmpany
company
of the
property
Doimage
making
his
that
to
carried on between
had
in
resulted
prope.rty
Dr
-by
Hedley Mascot
the
which
the
made
Cdmpany
geologist of
of the
examination
Following the
bŁr
TAYLOR
SILVER
Giant
of
19.4
of
Company
meeting
SUPREME COURT
284
1954
the
nature
TAYLOR
the
Silver Giant
SILvER
GIANT
MINES LTD
AND GIANT
MINES LTD
from
of
to
which
proposal
group which
terms of
the
referred
the
in
the
The
directors
ever
to the
approval
the
LockeJ
pany
.25
On
sha.re
cts
Mascot
Hedley
was
it
was
at
decision
of which
ing portion
Under
you that the protracted and
on must now be considered
On September
that
plated
an
the
of
At
meeting
be rejected
Hedley Mascot
the
1950
February
con
final
this
proposal
to
we
be
to
directed
by our
negotiations
which
are
fruitless
conclud
the
between
agreement
the
directors
of
advise
carried
the
attended
companies
an informal
Company
Silver Giant
memorandum
contem
was
it
two
the
had
appellant
time he signed
to
been
end
an
at
clients
have
27 1949 when apparently
would be reached
meeting
Ltd
the
to
read
circumstances
these
that
of the
and
1950
last
for
This
directors
the
minutes
at
for
terms
its
of the
communicated
was
slicitors
on February
resolved
letter dated
Company by
the
corn
stock
Giant Company
meeting
held
the
companys
1950
Silver
language of the
unanimously
this
which
the
Hedley Mascot Gold Mines
of
and
the
in
offer
considered
Giant Company
Silver
sider
to
31
how-
company
of
agents
an agreement and stating
mally proposing
proposal
30
January
wrote
and the
fiscal
shares of the
purchase 400000
of October
proposal subject
shareholders
with the
with
respects
had been
which
solicitors
the
approved
of
material
in
agreement
from the
making an arrangement
to
he had re-negotiated
differed
draft
letter
1949
OF CANADA
to
agreeing
at
accept
Company as my com
mission
on any deal with Hedley Mascot Gold Mines Ltd
N.P.L whereby they get control of Silver Giant Mines
30000
shares
Ltd
or
that
these
of.the
Silver Giant
shares were
to
commission and
lants
the
satisfaction
to
There can
be no doubt
the
part
rendered
vices
for
that
evidence
of
of
sented
some
and
that
of
the
could
in
Taylor
the
bringing
he might
some
pany who were
be the
my
parties
that
to
at this
together
of
the
meeting
this
services
thereafter
of the directors
of
on the
stated
the
appel
deal
being
Silver Giant directors
opinion
referred
render
present
issued
the
of
further
amount
full
were to be
completed
on
The memorandum
property
the
and
agreement
theretofore
to
any ser
According
Silver Giant
to
Com
Taylor then repre
Dr Dolmage and
Mascot
Hedley
Company
he was on friendly terms with
other
thus
directors of
be
of
the
material
the
assistance
in
completing
deal
Earlier
the
Wheeler
and could
the
that
appellant
with Hedley
deal
ing
that
prior to the
also
to
pany
to him
that
1949
that
Mascot
in
the
the
asked
said
in any
matter
upon and said that
one
commission
the
of
directors
also
present
told
them
The
directors
the
the
memorandum
for
uot
through
go
pending
27
and
i49
with
as
Hedley
which
larger
to
refuse
to
Allen
and
at
this
time Taylor
only
Mascot
to
be
was
to
Silver
Company
dated
his
Giant
declined
to
January
he withdrew
particular
Mines Ltd
limited
by
earned
in
Mines Ltd
declining
apparently
from the
adding
27 1949
commission
Mascot
by
and
Company who was
letter
say that
satis
Wheeler
amount from
Giant
and
related
you with Hedley
tiating
said that
Silver
arrangement
made
it
Hedley Mascot Company was
Taylor wrote them
That
to
where
he had agreed
that
cent
per
commission
of
room
be bound by
Silver Giant
meeting
agreement of September
tember
10
of
of the
demanding
for
change
1950
the
the
him any
pay
reason
at
that
the commission
of
as
action
his
and said that he was not
he would decline
com
not
had been
1949
time
not acting
prompted
Wheelers
at
27
Hedley
commis
which
at
he was
Whatever
September
with the amount
wanted
that
August
from
company was
his
him
Taylor reappeared
of
other
in
him
to pay
the
that
to
capacity
was
it
made
not
is
commission
or
few days thereafter
within
to
clear
it
thought
him
told
commitment
had no
somebody had
Com
commission
had
discussion
this
for
company
he told him
arrangement
fied
of
one
mitted and made
agent
date
MINES LTD
he had suggested
Mackenzie
deal
N.P.L.
the
N.P.L.
then nego
That deal did
was
memorandum
respect
of
any
SILVER
negotiat-
be the case
him
pay
TAYLOR
the
from
he had intended
27
1q54
GIANT
MINEs Lpn
AND GIANT
Hedley Mascot
Company
Mackenzie
and said that
Mackenzie
its
The
Taylor
either
sion
Mascot
evidence
the
in
through
all
at
should
and he
of
Assum-
for
to
appears
September
company
Hedley
with him
clear
that
went
the
it
with Mackenzie
conversation
that
deal
if
services
his
commission from the
claim
In
of
friend
up
thing
of
Mascot
Hedley
commission
for
Mascot
meeting
evidence
he was
this
expected
Mines Company
Silver Giant
the
that
fix
to
arrange
of
him
told
285
uncontradicted
President
had
Taylor
the
to
according
Mackenzie
Company
ing
OF CANADA
SUPREME COURT
S.C.R
of
deal
Sep
now
LockeJ
SUPREME
286
1954
TYLO5
SILVER
GIANT
MINEs LTD
AND GIANT
The
as
Company
of the
repudiation
and
between
as
were
in
this
it
was
carried
on between
no part
Judge
it
of
purpose
that
the
two
as
experienced
that
case
It
that
the
two
third
company which would
rendered
apparently
towards
parties
Dr
in
together
clear
dantly
his .associates
the
by
ing into the agreement of
impossible
the
upon
Giant Company broke
for
the
purpose
afforded
dence
does
meeting
of
and
interesting
erty
was
cussions
companies
to
the
any
not support any
such
February
to reject
terminate
1950
the
at
offer
the
which
and
and the
with
an
abun
no part
in the
in
my opinion
that
the
of
appellant
that
to
which the directors
solicitor
with
inventor
1950
to
do so would
remedy
view
At the
in
Silver
claim
legal
of the
after
enter
their
on February
The evi
directors
of
Silver
Hedley Mascot Corn
the
negotiations
he had had
made
is in
suggest
other mining companies
discussed
the
interest of
companies
It
be assumed
it
the
resulted
negotiations
appellant
Giant decided
pa.ny
the
two
1950
evidence
depriving
cap
brought
is
he took
the
May
even though
commission
have
of
that
ultimately
off
and
appellant
between
1950 which
February
he
in the Silver Giant
property
evidence
negotiations
when
and enlisted
1949
April
prop
He had
of which he was
service
deal
forming
Mascot
from Hedley
only
admitted by the
was
further
the
in
by
way
proposal
Silver Giant
the
and
1949
the
of
coJiaborate
acquire
negotiating
Dolmage and
It
should
the mill machinery
advisers
August
nothing
the
had
however
their
be assisted in any
not
trial
for
they
if
clear
with
between
Taylor apparently knew
able
equally
men who
Taylor
erty and
available
is
and took
learned
services
his
being
September
broke down
the
could
companies
between
out by the
business
1950
the appellant
negotiations
pointed
on the negotiations
February
that
companies
by either party
were carrying
1949
company
when negotiations
1950
them were
in
assisting
been required
letter
27
matters
nature of the
the
undoubtedly
is
that
these negotiations
them but
in
and
from the evidence
the
date
thi.s
of September
it
apparent
and the
1949
to treat
elect
agreement
appellant
familiar with
not
did not
on February
by
off
quite
is
the
state
were broken
MINES LTD
LockeJ
Silver Giant
OF CANADA
COURT
the
companys
reported
the
and
question
prop
on certain dis
officials
was
of
of
the
instructed
two
to
SUPREME COURT
S.C.R
endeavour
to interest the
February 23 1950 the directors
Company met and considered various
Mascot
where
erties
no longer
their available
required
such
was
instructed
cash
in
to arrange
The
properties
its
manager reported
to them that
general
an
of
drilling
the
and instructions
were given
mention
in
the
appears
Giant
Silver
sidered
as having
There
is
Company
was
Ltd
Company
date
May
of
shares
of the
been interested
otherwise
been carried on between
in
1950
of
possibility
know
did not
of
the
to
one
of
thus
the
the
for
pa.ny
mittee
of
Western
City
effort
Mr
solicitor
to
matter up with Wheeler
of Silver
Wootten
by
March and April
years
Wootten
of one by the
Giant
were
had
directors
been
to
directors
and
had
telephoned
him and
after
and Thompson
The
negotiations
during
the
Cunning who had
directOr of the
who
Wootten
other
continued
Mr
had
latter
Jestley
see
as eiar1y
about the
do so
Mackenzie
Wootten
for
to
that
1950
and the
of the
any
had
and had
by him
fixed
Com
which
Mackenzie
On March
other directors
many
and
or
or their
Taylor
initiated
months
been
took
so
he make an
either Wheeler
of
date
City
earlier
Company
Mr
in February
with
talked
and arranged
Jestley
doing
that
Silver Giant
heard
never
Mascot
opening negotiations
again
him
to
suggested
he had
initiated
negotiations
early
nego
Western
financing
the
of
At
had been terminated
March
were
the
two mining companies
the
been informed by Mackenzie
they
of
its
con
agreement with the
Hedley
the
No
with
the
which had at an
in
the general
Wootten
manager
pany had known generally of
in Alberta
matter
which
1950
President
of
the
had
apparently
in
MINES LTD
interest in
any negotiations
resulted in the
the
the
were
financial concern
underwritten
and
of
of
manager
proposal
an
Hedley Mascot
appointed
carry on the
GIANT
of
three
one of these
of
oil fields
manner
as to the
Mackenzie
that
amount
Dolmage and
investigate
Company which
been abandoned
no dispute
Giant
Silver
Leduc
these minutes
which thereafter
tiations
SILVER
was
exhaustion
take
company
to
mining prop-
Board that
well in the
oil
TAYLOR
general
Dr
1954
Hedley
substantial
and
the
to
been made
the
had
time
at this
the
an examination
for
company
treasury
and
considered
were
properties
the
prop-
machinery which
milling
by reason of the
The minutes show
useful
the
in
of
at Hedley
ore might be
287
Mines Ltd
Bralorne
On
erty
the
CANADA
OF
as
Com
corn
negotiations
LockeJ
SUPREME COURT
288
1954
TAYLOR
SILVER
ML
AND GIANT
MINES LTD
LockeJ
acted
apparently
The
deal
mittee
to negotiate
terms
gested
on
Company
proposals
were made and on
the
directors
the
tion of
this
The agreement
1949
Both
the
the
formation
the
would have
and
Mascot
Hedley
to 45 per
reached
Further
the Hedley
Mascot
$250000
to
the
addition
which
decide
and
to
directors
of
necessary
and
such
further
required
sum
funds
of
in
might
company
the property
bring
were
agreement
have
total
new
$165000
returns
By the
receive
shares
of
200000
into production
the
between
inability
of
of
the
two
the
supplied
the
and
to
the
of the
out
amount
extent
first
of
smelter
were
Company
this
300000 fully paid
figure was reduced to
agreement
to
obstacle
be drawn
to
companies
proposed
this
consideration
inference
Hedley
only
economic
into
of
Silver Giant
draft
Mascot
main
and
reimbursed
shares in the
proper
the
so
earlier
Hedley
the
be
to
claims
mill
the
operate
funds
part
of such
that
of
as
said mineral
the
to
the
of
part
to
would
the
of
the
the mill The agreement reached
obligated
Mascot Company to furnish at such times as the
the new company might decide all of the funds
Mascot was
.Hedley
is
and
directors
the
Company
new company
advance
to
the
of
while
proportions
in
cent
per
Company
acquire
and part
of the
these
draft
new company
to bring
production
think
earlier
to
operate
the Hedley
to
the
the
stock
55
reached
finally
but
many
October
Silver Giant
the
cent
and
in
in
company
Mascot
Hedley
cent
be necessary
to
new
Silver Gia.nt
per
of Silver
differed
early
agreement
capital
51
and
and execu
preparation
reached
of
given
49 per cent of the issued
changed
by Mackenzie
drafted
the
of the
of
on
signed
1950
eventually
draft and
machinery
draft
earlier
the
from that
mining properties
milling
by
memo
written
agreement was
May
that
for
an
Counter-
and Thompson on behalf
of
thus
particulars
provided
corn-
29
company
21 1950
April
of
was followed
the agreement
material
their
Mascot Company
Hedley
Gunning and by Wheeler
Giant and
of
heads
containing
of
on March
and
to
proposal
to
behalf
arrange
appointed
also
behalf
its
ommend
randum
to
endeavouring
1950
Gunning wherein they sug
which they were apparently prepared to rec
submitted
they
in
together
Silver Giant
OF CANADA
the
Mascot
activities
of
Fall
of
Company
the
reached
from the
completion
the
in
finally
evidence
deal
of
1949 was the
to
finance
new company
its
upon
SUPREME COURT
S.C.R
the basis of the
division
proposed and that
by Wootten
was
finance
the
by the
the shares of
success
attributable
which the Western
to
of
the
of the
the
to
that
289
initiated
negotiations
prepared to make
were
on the different terms then
operations
Silver Giant
then
company
financial arrangements
Company
City
CANADA
OF
agreed
The agreement finally
reached
to me to have been more favourable
appears
to the
Silver Giant Company than that under discussion when the
broke down in February
negotiations
to
The
appellants
Giant
case
agreement having
tion of
Mascot
Hedley
the
for
Silver
and
Company
been reached
eventually
the
an
acquisi
property
by the new company that was formed
name Giant Mascot Mines Limited voting con
its
under the
trol
introduced
that having
is
the
to
property
Company
which
of
was given by the terms of the agreement to
Mascot
Hedley
commission is
Company his right to
No point is made on behalf of either party that
complete
the
the
was
sale
Mascot
does
appellant
to
agreeable
and
to
question
he found
that
Silver
it
the
affect
says
the
eventually
not
that
accordingly
cir
he determined
was
the
Hedley
this
whom
to
purchaser
Giant property
that
the
to
and
Company
cumstance
The
new company rather than
it
is
common ground
the
to
on
sold
terms
has
corimission
been earned
It
is
as has been so clear1y
impossible
Luxor
Cooper
rights of
the
the
said
desiring
the
or
contracts
to
it
it
of
words
of
since
lant was
invited
which
in
expression
Toulmin
Atkinson
AC
875752
for
said
108
the
is
to
the
hands
of
of
the
delivering
in
the
an expression
1888
judgment
58
L.T.R
the
sense
in his
which
of
96
do
prop
that
is
by Lord Watson
the
to
appel
the
of the
really
employment
on
of those
agent
work which
appellant
used
agents
meaning
sale
Lord
property
provisions
specific
ordinary
Millar
in
As
of
in
the
under
principal
owners
negotiate
general
was
by which
imposed on the
matter
was
made was
that
judgment
Lord
to do
The argument
arrangement
in
in
no obligation
In the present
anything
erty
employment
the
in the
commission terms are not in default
contracts
rule
the
in
Lords
of
determined
by which
put
House
general
be
to
are
of
the
liability
contracts
dispose
in
state any
to
agent
commission
Russell
delivered
judgment
for
reasons
out
pointed
the
19M
TAYLOR
SILVER
GMNT
MINES LTD
AND GIANT
MINES LTD
LockeJ
SUPREME COURT
290
1954
TAYLOR
SVER
GIANT
MINES LTD
AND GIANT
Committee
Judicial
should
the
the
at
be
meant
sold
eventually
to
would be entitled
by the agent
am
rate
stipulate.d
Gowrie
Burchell
in
property
introduced
OF CANADA
unable
to
that
purchaser
commission
to
with
agree
this
contention
It
MINES LTD
from the
apparent
is
which
took
between
place
evidence
the
the
to
as
directors
discussion
Silver Giant
of the
Company and Taylor on September 27 1949 and from
terms of the memorandum then drawn up by one of
and
directors
the
preted
randum
for
further
his
sale
tiating
theretofore
as he
might be able
from the
judges
on
were
that
this
have
terminated
of
question
above
indicated
with the matter
dence
in
this
of
the
Court
of
the
Silyer
offer
made
to
were not the
Justice
that
the
Bird
Giant property
him
effective
that
cause
would dismiss this appeal
The
dlivered
by
The
ESTEY
for
$33000
request
of
hereinafter
for
the
appellant
services
to
as
broke down
before
all
with
of
the
the
us
which
the
opinion
the
meaning
the
evi
judgment
negotiate
services
sale
of
the
by him
rendered
sale
with costs
at
trial
Giant
Silver
Silver
AC
614
recovered
by him
rendered
respondent
referred
The
unanimously
of Kellock and Estey JJ was
judgment
dissentiig
within
of the
claim
judge did not deal
delivering
did nbt
the
these
obviously
the reason
for
agree
in
appellant
and
Had
finding
with care
respectfully
case
Mr
by
expressed
have
trial
Afterexamining
nego
result
appetants
only
learned
such
been complete
no doubt
since
the
the
is
in
should
those negotiations
This
fact
and
company
Court of Appeal
the
of
found upon the evidence
and
the
of
would be the case the
memo
the
on
carried
being
in
sale
commission would have
agreed
learned
entitling Taylor
to render
such
if
as the directors
sale
then contemplated
to the
then
negotiations
in
resulted
the property
of
as
rendered
services
assistance
inter
directors
amount mentioned
the
of
the
them
between
arrangement
commission
to
that
by Taylor
signed
the
the
Giant
at
626
to
judgment
and
at
the
Mines Limited
in
introducing
SUPREME COURT
S.C.R
who
buyer
purchased
mine
its
This
versed in the Court of Appeal
asks
that
the
The
learned
and did
The
find
that
judges
that
thre was
there
can
be
failed
parties having
The respondent
by
of
was
plaintiff
27 1949
to
mine
its
of
were
Appeal
the
findings
to
this
the
finding
learned
as
trial
on
that
rendered
the
be reversed
if
appellant
which
whatever
there
was
agreement
determined
as found
any
other
the
appellant
agreement
been
learned
out
carried
that
to
the
that
conclude
in
entered
event
any
into
in the
judges
In
was
it
and
negotiate
have
the
trial
Silver Giant for services
initiate
by
prioT to
further contends
1949
not perform and
may
are no
there
the learned
of
It
which was never
should
he did
27
satisfactory
employment
to
the
.1950
mutually
that
finding
September
date
thereafter
alternative
deal
that
into an agreement with
entered
February
determined
finally
fact relative
of
should
effect
were
on
were
Silver Giant contends
27 1949 and
judge
that
terms which
by Taylor
September
the
the
to support the
doubt
for
on
agree
concurrent
be
Court
evidence
room
no
to
initiated
negotiations
that
appeal
this
and varied
September
purchased
the
in
that
to
request but reversed
appellants
re-
because
judge
the
found
judge
buyer
was
thereof
learned
opinion
the
trial
in
Appellant
by Silver Giant prior
requested
to
amount
291
judgment
at trial be restored
judgment
the
increasing
CANADA
OF
it
was
Court
of
Appeal
The
reasons
Court
of
Mr
rather
support the
of
concurrent
findings
September
27 1949
the
appellant
of
finding
the
on
Justice Bird written
conclusion
relative to
fact
Even
if
the
learned
judge
trial
evidence
The Silver Giant incorporated
mine which was not in production
1947
are
prior to
of
contention
the
supports
fully
this
upon
in
the
of the
there
employment
however
be accepted
behalf
that
point
owned
lead
The appellant
pros
and
stated
that
in
1948
miner
Wheeler President
pector
of Silver Giant asked him if he could get
buyer for it
Silver Giant
1948
visited
panied
mine
the
him upon
As
mine
his
result
Wheeler
inspection
W.W.R
8757521
appellant
was
and
N.S
there
on August
an.d
assisted
407
in
accom
getting
1954
TAYLOR
SILVER
GIANT
MINES LTD
AND GIANT
MASCOT
MINES LTD
SUPREME COURT
292
1954
TAYLOR
SILVER
Gir
certain
samples
tioned
Hedley
referred to
want
EsteyJ
to
the
visit
denies
any reference
Wheeler
to
and he would not
of the
mine
not
If you
matter
to
to
but
of samples
then
upon any
or
seen
visit
shares
sell
This
by the learned
accepted
is
him
to
mine
the
me
the fact
dispute
appellants
of
had
until he
invest
not
taking
endeavoured
was obviously
expanation
does
his
explained
doesnt
it
nor the
sale
hereinafter
but said
officers
right
men
he
says
Wheeler
His explanation
he had previously
that
its
all
inspection
occasion
previous
with
deal
of the
appellant
Mines Limited
Mascot when
mine
the
sell
occasion
Gold
do business
and you make
can
that
as Hedley
inability to
MINES LTD
On
Mascot
OF CANADA
trial
judge
After
this
Wheeler
appellant
geologist
with
Silver Giant
looked
Giant had
that
apparently
stated
that
For some time the
because
an option
of
This option
asked
in April
appellant
did
appellant
consulting
he
Silver
which
of
was not exercised
15 1949
Wheeler
consequence
whom
Gold Mines Limited
Siscoe
of
concurrence
Dolmage
to
good thing
like
was informed
Thereafter
asked
to
March
and expired
Mascot
in abeyance
given
the appellant
Dr
to
spoke
the
with
again
Hedley
remained
ma.tter
and
visit
several
upon
Wheeler
to
As
Doimage
who
his
Dr
occasions
impressed
sufficiently
to
ahead
go
Dr
he saw
1949
bring
to
appellant
discuss
This
office
was
Dolmage
matter with
the
minute of
Mackenzie President of Hedley Mascot and
that
Hedley Mascot directors on April 29 1949 discloses
The
to
President
him thout
had
Dr
After
was
him
Dolmages
Board
to
requested
not
something
the
to
to
Two
the
report
Dr
discussed
Hedley
to
Dr
and
Mascot
in
be
asking
Giant property
Silver
Board
further
might
justified
Dr
this
had
Dolmage
have
to
Meeting
so
been
merit
that
he
talking
and
that
might
he
fully
and
considerable discussion
Dolmage
Mr
with
talk
reduced
Dr
to
to
Wheeler
writing
Dolmage
make
and
complete
to
in
see
whether
order that
Mr
the
Tremaine
study and
to
report
Directors
of
days Iater
Wheeler
that
appeared
attend
to
have
tangible
feel
might
proceed
back
which
minutes disclose that
the
or
Meeting
Board
the
to
the
property
asked
therefore
report
told
this
28
April
Dolmages
Dr
Dolmage
would
1949
office
appellant
where
drafted
provide
the
accompanied
possible terms were
proposal
mill
in
equipment
which
and
SUPREME COURT OF CANADA
S.C.R
for
capital
shares of
Giant
Silver
and at the request
that
in
out
Wheeler
the
of
the
the course of
admits that
to
appellant
about
discussion
he says he did not
1700000
Dolmages
office
how
and
proposal
to it
agreed
He however admits
was shown tohim by McLelan
Secretary
he
would not have
that
proposal
of Silver
Giant about
the
Dr
came from
Dolmages
sometime
him
me
to
Giant
and
and
in
they
will
but does
We
posed
told
Wheeler
are
you
writing
purchase
Further
of
letters
negotiating
Mr
Wheeler
with
Silver
Do
said
time
the
he knew
reference
nothing
1949 commences
our
to
shares
negotiations
of
for
the
pro
company
your
which
exchanged
of
Presi
from Mackenzie
May 12
Treasury
were
introduced
in
between
deal
at
insist
letter
dated
1700000
Taylor
was
may
28
April
say
brought
you
with
Hedley Mascot
of
Wheeler
Taylor
negotiate
of
proposal
dent
that
Mascot
However much
any
Mr
April
me
told
Hedley
think
you
April 28 1949 and that it
McLelan was not asked
office
the proposed agreement
as to
the
thereof
date
not material
are
hereto
Dr
Dolmage was away during July and August and in
Hedley Mascot merely kept negotiations open
absence
his
Appellant states that
Wheeler
in August
complained
that
deal was
going pretty slow and asked him if he
appellant could get him contact with Mackenzie the
result of arrangements made by appel
President As
the
lant Wheeler
son
went
to
Dolmage
Mackenzies
Mascot
Hedley
submitted
mine
in
through
writing
This request
Dr
Wheeler
him
Dr
Dolmage
came to
to visit
the
his
its
office
mine
my
fees
and expenses
in
any
event
visited
Dr
maps
in
appellant
day
again
an option
for
and
pay
September
Dolmages
William
Secretary
was not acted
that
Thomp
On September
office
request
states
and possibly
appellant
1949
Patterson
Silver Giant
upon
appellant
September
in
in
the
course of their
went
so far as to
Thereafter
14
possibly
appellant
office
samples and other information
when
and
urging
offer
the
to
next
and Wheeler
Wheeler
relative to
TAYLOR
SILVER
GIANT
MINES LTD
In fact
he had
if
1054
many
not however
does
proposed agreement
there see the
was
Siscoe
about
He
with
he went
fact that
also
shares were issued
admit any
Dr
the
discussion
way was mentioned and
of Silver Giant
the
of
mine and would receive
the
operating
293
brought
the
Silver
EsteyJ
SUPREME
294
1954
Giant mine
TAYLOR
cussed
si
Wheeler
GIANT
MINES LTD
AND GIANT
was
MS
went
LTD
that
Upon
EsteyJ
My
the
When
hadnt
About
was
we had
the
had
parties
Mascot
never
been
we
nearer
to
would
be
in
27
had
1949
not been
whatever
that
virtue of any
dents
be asked
him to an
Wheelers
home
hereby
as
in
my
Mines Ltd
and
the
or
of
The
of
learned
to
Silver
trial
be
services
dence
No
Thousand
to
assist
heard
was
does
the relationship
not
of
the
of
was
of
Silver
Hedley
Silver
my
Giant
oomission
completed
to
directors
present
at
in the
directions
parties
in
relation to
cannot accept
appear to have
the
shares
any deal with
the deal being
offered as to
them
They gave to him no
there
at
agreement
30000
for
me on
only and stated
to
and
Directors
judge
explanation
the appellait
by
respon
the directors
meeting depose that the agreement was
future
and
not
appellant
commission
issued
Giant
it
were
negotiations
N.P.L whereby they get control
property This amoUnt of shares to be
shares
these
satisfaction
for
to
appel
time they concluded
the
following
the
Thirty
accept
N.P..L
this
meeting
the
by
rior
However
Mines .Ltd
Mascot
in full
to
agree
Mines Ltd
Giant
There
financing
buyer
place
it
Hedley
difficulty
part
to assist
informal
into and signed
that
contends that
t.aken
depose that.about
should
General
opinion
necesary
get
to
on appellants
invited
entered
the
the
October
draft of which
the
the
for
had
negotiations
directors
appellant
in
Tremaine
respondent
requested
efforts
early
of
as
which
mill
appelant had done
that
the
or
was
arranging
all
class
on
agreement
but
executed
experienced
September
fot
came
anything
first
mill
executed
Mascot
Notwithstanding
time
days
or there
mine
the
had
we
use that
to
practical
but
Hedley
of
ore
September
reached
have
would
that
two
than
compeny
but
money
no
of
end
prepared
Manager
much
very
and
idle
standing
the
Dolmage
Dolmage and Wheeler
that
was
our
Dr
asked what the requirements were he stated
We
lant
he
find
to
likely
of
that
visit stated
this
definitely
very
requirements
Dr
18
dis
again
he inferred
anything very definite
to
they remained
referring to
conclusion
satisfying
where
mine
Dolmage
Dolmage
while
but
few days later September
Dr
Dr
enter into an agreement
unable to pin him down
to the
CANADA
OF
occasion
agreement
possible
woud
COURT
after
why
this
they
negotiations
evi
selec.ted
at
that
In
or instruc4ons
been
ny
difference
September
27
in
1949
SUPREME
S.C.R
that
except
thereto
complete
thereafter
event
he took
do
directors
Ltd
or
the
was
was
matter
other
Mr
Jestley
on
you
commission
down
to
shares
want
brass
his
that
fact
Co
legal adviser
to have
con
almost reached an agree
Mr
judge rather
trial
who
appellant
what
this
get
that
deposed
at
who
Thompson
said
are
much
going
to
you
settled
We
about
How
will
take
and
quick
up
commission
Just
he
he
wound
did
to
you take
for
will
take
this
get
get
right
we
want
50000
free
commission
said
Have
said
want
commission
Appellant
with
to
and
tacks
thing
my
for
more
or
Mining
thereafter
the learned
meeting
deal and
the
settled
this
get
two
of
said
talking
Taylor
settled
thalt
of
directors
the
of
Mr
to
evidence
informal
most
time had
that
would appear
the
accepted
the
at
parties
it
30
on September
was appointed
company and appears soon
ducted negotiations on its behalf
The
any
which
to
Mining Company or
Group yet
name is not there mentioned
Moreover
same meeting
ment and
in
Financial
the
to
and
Hedley Mascot
with the
negotiate
prior
point
terms in regard
committee
that
as
reached
anticipated
of
Three days thereafter
decided
appellants
at the
had
parties
agreement
it
no part
directors
the
295
not as active
was
appellant
perhaps because
where
the
possibly
OF CANADA
COURT
known
the
to
fixed
as
became
thereafter
shortly
very
-remuneration
by
this
dissatisfied
agreement and made
Finally on January
directors
by letter to withdraw my agreement
This letter of withdrawal was
shares
30000
accept
or
otherwise
acted
accepted
upon by Silver Giant It
1950 he endeavoured
to
not
therefore does
not
them cannot by
tions
Sailing
and
conducit
tion that
The
be
finding
trial
not
judge
as they
support
of
to
only
had
gave
in
the
the
in
their
parties
for
as one of
his contractual
Co
his
buyer and that
find
obliga
Macredie
are consistent with
learned
the
of
evidence
accepted
learned
finds
however
letter
he was requested
the
accept
nesses
an act
avoid
Ship Blairmore
upon remuneration
agreed
to
such
rights of the
the
affect
His
conten
he had
his services
trial
judge
directors
because
upon
of
that
he did not
this
issue ought
the
advantage
the
the
wit
hearing
and
observing
evidence
but
-also
language used
AC
593
in
the
his conclusion
agreement and
1954
TAYLOR
SIER
GIANT
MINES LTD
AND GIANT
MASCOT
MINES LTD.Es
SUPREME COURT
296
1954
TYLOR
SavER
MINES LTD
GIANT
more
the
making
that
This
was
agreement
the
as fixing
ANJ5
MINES iji
ing thereof
by
the
to
request
contention
employ
The
and construed
read
the
therefore
terms of appellants
construed
made
to
he used the
ments were
made
the
prior to
thereafter
Appellant
buyers and
as prospective
assisted in interesting
merits
of
have
conducted
The
Tremaine
the
main
and
of
Wootten
at
with
to
relative
times
the
September
no conelusion
to
conducted
existence
27
adverse
is
of
the
to
the
to
time
any
time
to
enter
that
were
at
and
by
iron out
to
times
by
commit
companies
by
finally
and Thompson
respondents
himself
the
contact
parties in
Wheeler
early
in
he appears
try
from
solicitors
any
described
conducted
in
request
either so vague
to
in
negotiations
respective
their
directors
evidence
sistent
were
Mackenzie Gunning
appellant
prior
experts
their
manner
up
state
together
the record expected
These
the
parties
at least
different
complicated
of
These
Throughout
the
crop
he upon
and
involved
officials
The
in
us and try to keep the
the
outset
interviewing
the
part he took was
apparently necessary
tees
mine
would
never did nor was
into
deal
and
the
Subsequently
.Dr Dolmage and others
himself
that
difficulties
between
He
Silver Giant
the
in
circumstances
at
me
appellant
brought
sellers
stages
the
Wheeler
get
buyer for
words if you can make
party
did
not
were
engagement
to
appellant
Wheeler
if
from the language used by
in relation
were
they
the
he did so without authority
appellant
which
to
an answer
Silver Giant that
of
mak
The
of Wheelers
ratification
and constitutes
appellant
witnesses
wanted
to
the
must be
and
intended
was
directors
on the part
the
other
under
of
light
followed
appellants remuneration
writing and must be ascertained
the
in the
and immediately
preceded
thereof
accepted
EsteyJ
when
particularly
evidence
CANADA
OF
contention
that
manner
incon
find
buyer
to
or inconclusive
appellant
ought
that
be based
to
thereon
The
evidence
Silver Giant was
result
establishes that
that
if
of his introduction
entitled to
commission
appellants engagement
appellant
found
purchased the
buyer
who
property
by
as
he was
SUPREME COURT
S.C.R
The
negotiations
only one
an agreement
might
Mascot
an
made
which
offer
the
agreement
was made
have much
to
solicitors
the
the
January
and
Dr
Hedley Mascot
solicitor
write
to
MacDOUGALL
the
but
did
not
which
proposa
then
directed
letter
JESTLEY
Marine
355
Building
Rurrard
Street
BC
VANCOUVER
February
1950
DELIVER
Mascot
Hedley
Mines Limited
Gold
Non-Personal Liability
Bank Building
908 Royal
B.C
Vancouver
Dears
Sirs
Inasmuch
Farris
from
materially
to
advise
proposal submitted
that
we
upon
agreed
the
as
Bull
Stultz
are
that
you
Farris
by
which
your
Board
has unanimously
1950
Under
that
the
and
protracted
be
the
we
fruitless
considered
to
be
at
Mines
by our
directed
which
negotiations
an
the
that
the
it
was
February
subsequent to the
letter
learned
he was
ried
on
not
They
even aware
also
McLelan
had any
ruary
Mr
may
pointed
part
on
that
out that
in negotiations
Justice Bird stated
of
the
letter
foregoing
emphasized
150
negotiations
the
JESTLEY
Court were
judges
of February
no part in the renewed
that
you
carried
have been made with
terminated by the
The
1950
advise
to
been
Jestley
Appellate
whatever agreement
appllant
had taken
in
judges
February
truly
per
learned
clients
have
MORRISON
MacDOUQALL
The
N.P.L
Limited
held on
so
previously
end
Yours
opinion
had
same
are
at
differs
1950
committee
meeting
Messrs
bhrough
30
January
Giant
Silver
Directors
rejected
circumstances
these
must now
of
behalf
your
negotiating
by
instructed
its
on
dated
letter
the
neither
of
that
appellant
and indeed
same were
being
Dolmage
subsequent
to
1954
TAYLOR
SILVRR
GIANT
MINEs LTD
AND GIANT
MsLo
no
again
January 30 the
and
considered
following
MORRISON
Decem-
of
Dolmage
made another
Silver Giant
of
Hedley
day he was
first
On
before
Dr Do-
end
Jestley
Thereafter
parties
13
not accepted
do with the negotiations
for
directors
their
to
short time at the
he met Wheeler
office
the
be overcome
On December
was
in
297
December
in
difficulty
made
be
mage was in the hospital
ber and when he came out
at
and
continued
there was
thought
CANADA
OF
car
nor
Feb
ESteYJ
29
SUPREME
that
1954
nd
TAYLOR
oThe
EsteyJ.
the
the
thereof
in
last difficulty
that
further
that
of
Before
off the
to break
the
this
offer
13
Mascot submitted
this
and
the
that
offer
with
concludes
words
the
February
1950
protracted
and
at
an
the
end
did
realized that
still
Company
been kept
the
in
that
was
He
possible
views
always
too bad
was
over
and
if
Phil
it
of
try and
to
of
states
it
considered
through
previous
to
their
Western
City
and who had
immediately he heard
made
do
of
letter
as
upon
Mascot
Hediley
end deposed
upon
my
mental
best
Mackenzie
to
resolve
reopen it
if
and as to these inter
deposed
that
felt
as
other
Both parties had and
negotiations
interviewed
Mackenzie
The
negotiations
Manager
Wootten
agents
touch with
going
In
finality
must be
these
reply
written
is
an agreement was desirable and
fisca
at an
they were
type
in
is
an agreement
so far
in
made
was
effort
advantages
respective
that
of
that
continue but
not
another
occasions
fact
It
delay
negotiation
fruitIess
is
further
be any
the solicitors
quoted
terms
hope
same
the
of
is
It
solicitors
evident
at without
be arrived
might
the
wi.th
occasions
our letter
to
1950
already
words the parties had been writing
other
offer
in
acceptable
in
appear
of February
letter
one
Silver
for
is
30 when
another
13
these prolonged
solicitor
not
until January
further correspondence
to
does
for
resolve
to
were making
directors
Theie
after
solicitor
proposal
that the only proposal which
which we made to you as proposal
December 12 1949
and
On December
permitting
On December
for Hedley
the
and con
read
Giant replied
is
1950
towards
before
final
is
negotiations
Hedley Mascot wrote
negotiations
February
must be
what took place both
On December 12
Silver Giant concluded his letter
the
on
contribution
no
1950
February
of
relation to
writing
terminated
made
respondent
deal
of
letter
in
were
negotiations
thereafter
consummation
strued
MASCOT
MINEs LTD
earlir
the
that
OF CANADA
COURT
was
deal
the
not
Wootten
was
good
deal
knew
of
this
for
both
and
consummated
and
it
we
talked
it
up
again
companies
anyway
situation
and again
Well dont
think
were
can
can
his
get
do
exact
the
let
this
thing
words
companies
die
Will
something
was
going
together
would
you
go
me
let
away
and
ahead
like
to
have
said
open
it
crack
Phil
if
at
it
you
Those
think
you
SUPREME
S.C.R
COURT
Wootten found Mackenzies
same
the
of
ciates
opinion
the
same view
the
new
the
May
of
agreement
to
alive
thing
if
see
1950
and the
by
couldnt
something
and contends
that
Lord Shaw
of
there was
actually
the two
firms
to
the
letter
and
decisive
of
this
the
letter
Feb
of
the
in
break
language
between
continuity
the
had been not
transaction
broken
the
keep
at
arrived
ultimate
but
dislocated
but
halt
of
oi
he stated
complete
by virtue
oniginal relation and the
merely
be
Dunfermline
of
to
Lord
Shaws
course
be
statement
reads as follows
When
it
of
relation
provedand
is
transaction
to
are
brought
and
buyer
employed
for
then
intermediary
he
that
the
therto
disentitled
between
the
another
agent
or
rights and
legal
cannot
This statement
recovered
was
endor
intimated
February
the
his
was
It
who
sale
who
has introduced
is
srvices
has
the
defeated
commission
concluded
agent
the
got an
effected
first
to
entitled
through
really
him
44
the
194
is
ultimate
and
transaction
of
of
agent
in
his
be
where
the
that
the
the
it even
The
was
agent
paid
to
at
Em
Bows
through
stated
instrumental
T.L.R
nor
continuity
broken
purchase
199
In
in
fact
another
entitled
197
at
commission
where
question
in
transaction
1927
ensues
positively stated
the
Haldane
is
in
therein
then
the
agreement
but
original
September
that
and
to
parties
against
Viscount
were
the
the
notwithstanding
and
in
the purchaser
agent
unless
postponed
deprive
but
intermediary
such agent
made by Lord Shaw
Brett
Co Ltd
there held
not ultimately
of
not
in January
commission
the agent
does
the
of
an
transaction
if
as
by
or
parties
personally
of
occurred
about
one
by
that
is
reward
dislocated
he had decided
that
purchase was
agent
to
his
his
thus be
oriurn Limited
agent
simply
to
brought
not merely
go-between
he
law
provedthat
necessarily
agency
delays have
introduction
the
finally
the
the
relation
original
through
entitled
because
has been
transaction
is
of
not
seller
purpose
must
it
together
is
bringing
TAYLOR
ML
ADGIA
MIIS
referring
submits that
constituted
1950
Manager
of February
come
in
resulted
1954
SILVER
under which
when
the position
members
different
Respondent however
ruary
entertained
they
Tremaine
letter
to
supposed
made
being
efforts
and his asso-
up and which
described
aptly
they were
Officially
Hedley Mascot
in
Wheeler
interviewed
taken
were
negotiations
the negotiations
still
were
299
These were the circumstances
Hedley Mascot
to
associates
and later when
Silver Giant
in
CANADA
OF
the
whether
about
and
actual
the
this
EsteyJ
OF CANADA
SUPREME COURT
300
This
1954
TAYLOR
SILVER
M1NLrD
AND GIANT
MINES LTD
with
fact
the
where
cases
Co
the
efforts
that
Chief
action
was
the
of
had been sold
At
said
ended
In
and
In the
show
the
when he was
J.A
Robertson
time
this
hope
of
thing
further
it
cause
whom
the
me
to
the
first
former the
that
the
second
the
the
told that
the
delivering
with
the
trans
efforts
property
judgment
of
not
all
any
doing
find that
to
activity
the
effective
second
the
of
agent
to
commission had been paid
The
issue
In the
case
between
abandonment
of
the
of
of
the
not
Both
negotiations
was
virtue
both by
evident
with Hedley
Giant immediately
inasmuch
appellant
tember 27
to
1949
from now
cluded
of
order
directing
27
damages
judge
He
1928
the
that
if
on
is
agreed
commission
his
Sep
pre
is
entitled to the
usual
terms of that
agree
the
not
the
Silver
was but
had
he
upon
it
an agreement
he
of
reopen
conclude
30000
of
were
proceeded
B.C.R
to
This
with
associated
Under
to
they sought
1949 he would
these
found
40
that
delivery
that
told
trial
amount
per cent
September
however
learned
the
as
contending
commission of 10
ment
efforts
made
those associated
In essence
acquiesced
former
of the
continuation
The
those
negotiations
for
convinced
still
be
of
attitude
the
in
had been
parties
shoild
when
and that
Mascot
continue
the
of
negotiations
break
1950
desirable an agreement
particular
of
constitute
some time and were on February
it
of
facts
conclusion
the
does
solicitors
the
continuity
case
present
must be
determination
or
consideration
upon
ascertained
that
abandoned
themselves
sale
the
the
had
plaintiff
were
went on
courts
was
sale
that
and
offer
connection
in
the
of
clear
is
higher
getting
In both cases
or
whose
agent
not disputed
Court stated
the
is
Turner
are cases
were concluded under circumstances
ceased
agent
These
second
through
Macdonald
completely
first
and
commission
agent
Justice
final
break in continuity
or
paid
claims
first
party
were cited
effected
together
the
to
Westerman
Yip
been
action
not
not constitute
was
has
the
of
was
months
of
delay
agent
Ltd
sale
by
agent
the
Wallace
of
commission
_J
that
may
negotiations
The
Meakin
that
illustrates
case
be entitled
that
We
shares
now
available
basis and
appellant
had
W.W.R
to
an
were
The
awarded
received
N.S
168
S.C.R
SUPREME COURT
these shares
he would have received
Giant Mascot
the
shares
per share
to
the
plaintiff
learned
trial
value
tions
As
Ltd
contracts
rendering
When
and
merely
are
Mascot
Hedley
30000
to
under
is
EsteyJ
mutual
of
there
no
em
not
therefore
obliga
an enforceable
is
of Killowen
Ijuxor
in
to
principal
which
event
pay
involves
agent
Silver
now
Siver
between
concluded
in
shares
the
specified
agreement
was
on
binding
of
as they are not
and
delivered
promises
the
therefore
entitled
to
MINES LTD
basis
appellant
Russell
upon the happening
of some service
by the
money
of
the
the
the
Cooper
The
sum
SILVER
GIANT
MINES LTD
AND GIANT
which
the breach
of
and
service
by Lord
stated
TAYLOR
of
determined
have
used in contracts
is
he performed
once
contract
the
purchaser
word
as that
ployed
trial
contends that
on that
of
position
find
to
obligation
the date
damages
one in the
While
1954
in
commission payable
he should
erred in that
42c and awarded
was
the
of
date
the
fixed
these shares as of
of
the
at
Respondent
$33000
judge
new
1000 shares he held
Mines Ltd was approximately
and he therefore
at
301
shares in the
1040
each
for
value
market
Giant Mascot
in
$1
the
Mines Ltd
the
Giant
Silver
CANADA
OF
Giant
became
appellant
These
Giant
he
available
not
were
entitled
is
damages
In
held
was
it
and Blockhouse
Gowrie
Burchell
that
who
Burchell
had
The
sale
consisted
price
The matter was
ordinary
shares
before
referee
where
stated
It
what
per
quite
on
apparently
clusions
at
appellants
awarded
are
to
open
have
would
cent
was
the
entitled
par value
affirmed
on behalf
Lord Atkinson
was
plaintiff
basis of
instance
first
in
the
of
the .Privy
of their
Lordships
626
at
was
the
the
and
preferred
the
in
tried
that
This decision
and stock
Council
found
computed on
to damages
bonds
who
bonds
of mortgage
com
damages
entitled to
mission was under the circumstances
Ltd
Collieries
earned his
been
he
Burchells
which
did
not only
In
as
take
commission
Lordships
arrived
well
sustainable
as
upon
the
as
at
received
actually
their
referee
the
employment
to
referee
consideration
the
what
the
on
on
the
the
the
for
the
nature
amount
but
E.R
33
at
44
AC
This
damages
are
in
614
is
con
the
limits
and
of
10
rate
sale
right
All
damages
stipulated
therefore
view
evidence
of
measure
the
of
to
the
be
themselves
SUPREME COURT
302
1954
TAYLOR
SILVER
ML
AND GIANT
MINES LTD
McNeil
In
Fultz
and others acquired
and
sequently
from
tion
shares
in
the
bonds
and
shares
judgmentin
the
bonds
and
for
the
cash
of the
date
who
and
Treated
the
upon
the
upon
liable
selling
arose
deliver
to
damages
pay
of
price
on
Mayne
the bonds
the
When
the
virtue
by
that
of
sible
value
reference
to
does
not
Co
In
allowed
by
part
of
the
to
the
Giant
may have
from
value
different
This pos
and
evidence
the date
Silver
of
prior thereto
before
basis for
to
respect
therefore
learned
trial
judge
the
award
the
of
of
the shares
interest
withholding
or
of
shares
the
of
Dover Rly Co
South Eastern Rly
Blucher
The Custodian
interest was
the
This however
non-payment of money
for
possible
Ontario
The appeal
favour
of
the
30000
shares
38
there
should
at
the
the
Can
not
appear
for
time
of
province
be any
and judgment
damages
compar
equal
directed
to the vailue
the responents breach
shares at the
S.C.R
.the
to
Cblumbia
be allowed
appellant
in
legislation
does
British
in
to deliver
1907
of
because
to which
able legislation
failure
based
obligation
Chat ham
London
was
bonds
the
when
Silver Giant withheld delivery
provide
in
the
contract
value
this
fact that
damages
his
be computed as
immediately
covered
Court
195
new and
be directed
should
determine
The
not
is
disposed
deliver
of
th
case
of the
concluded these shares
acquired
market
the
time
breach on the
agreement was
thereof
the
page
therefore
or
non-delivery
at
to
agreed
the breach
at
Damages
The damages must
of
hta
for
and
basis of their
In that
default
who
contractor
as
simply
clearly
associates
of the bonds
value
SirLyman fluff deivering the judgment
stated at
206
is
the
This Court affirmed
improperly withheld had been
shares
and
received
of
he
bonds
Appeal which gave judgment
of
calculated
for
the
at
to
Subthese
amagama
an
in
himself
of
coal
parties
receive
thereof
portion
defendant
value
were
of himself
for
all
$27000
of
behalf
Court
the
of
The defendant
on
shares unaccounted
selling
value
parties
wthhelda
wrongfully
against
at
the
tO search
concurrence
amount
that
EsteyJ
the
three licenses
with
which
On behalf
defendant
were included
licenses
CANADA
OF
conclusion
AC
198
S.C.R
420
of the
429
in
of
and
agree-
SUPREME COURT
S.C.R
ment
of
May
1950
be determined
upon
The
is
appellant
This value
reference
entitled to
or
to
for
the appellant
amount
the
his costs
Appeal
Solicitor
CANADA
OF
303
damages
of
learned
trial
judge
throughout
dismissed
with
to
1954
TAYLOR
SILVER
costs
Lou gheed
GIANT
MINEs LTD
AND GIANT
MASCOT
MINES LTD
Estey
Solicitors
Jestley
for
the
respondents
MacDougall
Morrison