Commercially Reasonable And Diligent Efforts At The Earliest Possible Date: A Novel Contract Clause Unpacked

The recent case of Epix Developments Ltd. v. Bonnis Development Union Street Limited Partnership (Epix) addressed the interpretation of a novel compound contractual clause following the termination of an agreement due to a repudiatory breach in a real property transaction.

Background

The plaintiffs, Epix Developments Ltd. and Epix Main Street Limited Partnership (Plaintiff), and the defendant, Bonnis Development Union Street Limited (Defendant) entered into two agreements wherein the Plaintiff sought to purchase from the Defendant three adjacent lots located in Vancouver's Chinatown with significant history and development potential (Property).

The Defendant applied to the City of Vancouver (City) in 2017 to rezone the Property to "Comprehensive Development" (CD-1) to permit mixed commercial and residential use. The Defendant revised and resubmitted its rezoning application in late 2019. Around November 2020, staff at the City recommended the