Supreme Court of Canada
Montreal Trust Co. v. Bolton et al., [1975] 1 S.C.R. 109
Date: 1974-01-22
Montreal Trust Company (Defendant) Appellant;
and
Richard E. Bolton et al. (Plaintiffs) Respondents.
1973: October 10; 1974: January 22.
Present: Fauteux C.J. and Abbott, Judson, Pigeon and Laskin JJ.
ON APPEAL FROM THE COURT OF QUEEN’S BENCH, APPEAL SIDE, PROVINCE OF QUEBEC
Contracts—Agreement providing for formation of a company—Architectural services—Plans given to other architects—Obligation to pay for services provided by first architects.
Respondents represent a firm of architects. Their services were required for the purpose of building town houses on land leased by appellant. A company was to be formed with a builder. Difficulties arose and respondents informed appellant of their decision to continue to provide services on standard terms only. Appellant’s president thereupon told them to carry on expeditiously with the preparation of preliminary plans. Later on, he instructed them to stop all work. The project was turned over to another builder, and the plans prepared with the co‑operation of other architects. An action by the rejected builder was dismissed and respondents’ action was allowed. This judgment was upheld by the Court of Appeal. Hence the appeal to this Court.
Held: The appeal should be dismissed.
The only question is whether appellant’s decision to instruct respondents to carry on with preparation of the plans, implied an obligation to pay for the services previously rendered by the architects, as well as for those rendered subsequently. It was not shown that the lower courts erred in holding that appellant’s obligation extended to all the architects’ services, without distinction. A firm of architects which has undertaken the preparation of preliminary plans for a building project will not complete this work without using, at least to some extent, what has already been done.
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APPEAL from a judgment of the Court of Queen’s Bench, Appeal Side, Province of Quebec, affirming a judgment of the Superior Court. Appeal dismissed.
M. Kleine, for the defendant, appellant.
A.K. Paterson, Q.C., for the plaintiffs, respondents.
The judgment of the Court was delivered by
PIGEON J.—This appeal is against a unanimous decision of the Court of Appeal, affirming a Superior Court judgment condemning appellant to pay respondent architects professional fees in the amount of $77,350.
Appellant had obtained from McGill University long-term leasehold rights over a parcel of land on which it proposed to build some fifty town houses. For purposes of this development it had agreed with a construction firm, Robert McAlpine Ltd., to incorporate a joint stock company in which each of them was to hold forty per cent of the shares. The remaining twenty per cent were to be held by respondent Richard E. Bolton and one E.F. Hyland, who at the time was manager of the architects firm now represented by respondents. In a letter dated November 26, 1963, Bolton and Hyland referred to the agreed shareholdings and then said:
…The undersigned shall, however, engage the services of the firm of Messrs. Durnford, Bolton, Chadwick and Ellwood and assume the financial obligations for provision of all architectural, structural, mechanical and electrical services required in connection with the project and such other obligations normally associated therewith and as may rightfully be deemed to be within our purview.
A company charter was obtained but it was never acted upon. However, the architects commenced preparing preliminary plans and specifications. In June 1964 problems arose. On July 3, Bolton and Hyland wrote appellant a long letter in which they said:
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We therefore request that we withdraw from the partnership, but continue to furnish the usual professional services in accordance with the standard terms and rates.
A meeting was held on July 6, at which all parties concerned were represented. Appellant’s president himself attended. In his testimony, he admits having given at the close of the meeting instructions to carry on expeditiously with the preparation of preliminary plans. On August 6, however, appellant instructed the architects to stop all work. The project was turned over to another builder, who completed it according to plans on which other architects co‑operated.
Two actions were instituted, one by the rejected construction firm and the other by the former architects. These two proceedings were heard together. The construction firm’s action was dismissed, the architects’ was allowed. In his decision on the latter the trial judge said:
[TRANSLATION] The question that arises is whether the professional services of plaintiffs were requested by defendants, and if so, what the fees for those professional services should be. Plaintiffs contend that their plans were eighty-five per cent (85%) complete at the time they were told to stop all work. It can hardly be said that the professional services of plaintiffs were not requested and used, when in August Mr. Strowgler asked plaintiffs to cease all work on plans for the said project. A few days later, he requested plaintiffs to submit an account to him for their professional services. This attitude by the officers of Montreal Trust supports plaintiffs’ contention that their professional services had been requested, and that the change in their status, from that of partners to that of professional architects employed on the basis of the tariff of architects in the province of Quebec, had been accepted.
In the Court of Appeal Taschereau J.A., delivering the unanimous opinion of the Court, said:
[TRANSLATION] Like the trial judge, I consider that the question here is whether the professional services of plaintiffs were requested by defendant, and if so, what their fees should be.
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As the judge concluded their services had indeed been requested by Montreal Trust, which moreover is clearly established by the evidence, the question is thus one of fact, and accordingly, unless a manifest error has been made, there is no reason for this Court to intervene.
At the opening of the hearing in this Court, counsel for the appellant admitted the condemnation was well-founded with respect to the value of services rendered after July 6, the date of the meeting at which appellant’s president himself gave instructions to carry on with the preparation of the plans after being told that this would not be done on the terms previously agreed to, namely in consideration of Bolton and Hyland becoming partners in the venture. Consequently, the only question before this Court is whether appellant’s decision at that time implied an obligation to pay for the services previously rendered by the architects, as well as for those rendered subsequently. As we have seen, the Quebec courts held that appellant’s obligation extended to all the architects’ services, without distinction.
Everything considered, I do not feel appellant has succeeded in showing that the Quebec courts erred in thus interpreting the oral and documentary evidence. It is obvious that a firm of architects which has undertaken the preparation of preliminary plans for a building project will not complete this work without using, at least to some extent, what has already been done. The initial agreement had come to an end when appellant made itself liable for the architects’ fees by instructing them to carry on with the preparation of plans, after being advised that this would not be done in consideration of Bolton and Hyland becoming partners in the venture. Are we to assume that the parties mutually intended at that stage to separate what is not ordinarily divided, namely the cost of preparing the preliminary plans? I think not, and I do not see that the courts below erred in holding that appellant had acquiesced in the request made by the letter of July 3 to allow Bolton and Hyland to withdraw from the ven-
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ture, and agree that the architects would provide their services on the usual terms, that is a percentage of the total cost of the project.
For these reasons I have come to the conclusion that the appeal should be dismissed with costs.
Appeal dismissed with costs.
Solicitors for the defendant, appellant: Phillips & Vineberg, Montreal.
Solicitors for the plaintiffs, respondents: McMaster, Meighen, Minnion, Patch & Cordeau, Montreal.
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