Executive Summary: Key Legal and Evidentiary Issues

• Interpretation of paragraph 17 of the OREA Form 145 Assignment Agreement and whether it obliges the assignor to refund all monies upon the builder’s default.
• Effect of added and deleted Schedule A terms, including striking the “Deposit Returning Provision,” on when the Assignment Agreement is “completed” and the parties’ obligations end.
• Interaction between the Assignment Agreement, the Builder’s Consent Agreement and the original APS, particularly clauses governing deposit return if the builder does not complete the sale.
• Distinguishability of this Assignment Agreement from those in Wei v. Meng and Ayuba v. Erhunmwun, where assignees succeeded in recovering monies after Stateview’s project failed.
• Availability of unjust enrichment as an alternative remedy where a fully performed assignment agreement constitutes a juristic reason for the assignor retaining the assignment fee.
• Appropriateness of summary judgment under Rule 20 where all material facts are agreed and the dispute turns solely on contractual interpretation.

Background and factual context

The dispute in Eo v. Chen arises from the assignment of a pre-construction residential townhouse purchase that was never completed. The defendant, Chen, originally entered into an Agreement of Purchase and Sale (APS) with the builder, Stateview Homes (NAO Towns) Inc. (“Stateview”), dated September 8, 2020, for “Lot number 77” in a townhouse project, at a purchase price of $928,990 with a tentative closing/occupancy date of May 18, 2023. Under the APS, Chen was required to pay deposits totalling $80,000 to Stateview in four instalments, which he did. The APS expressly permitted assignment with the builder’s consent, subject to a $5,000 plus HST builder’s fee and legal fees, and contemplated use of Stateview’s own “Assignment of Agreement of Purchase and Sale” form (the Builder’s Consent Agreement).
In January 2022, the plaintiffs, Eo and Lee, acting through realtors, offered to purchase Chen’s interest in the APS via assignment for a total of $389,010 (the “Assignment Price”), paying a $62,000 deposit with their offer. After negotiation, Chen’s counteroffer was accepted on January 25, 2022, creating the Assignment Agreement, which used the Ontario Real Estate Association Form 145 with Schedules A, B and C. Schedule C was the original APS. Schedule B described the allocation of payments, and Schedule A contained additional and modified terms, some handwritten or inserted, reflecting the parties’ specific bargain.
The Assignment Price was expressly defined as consisting of the $80,000 deposit that Chen had already paid to Stateview plus a balance of $309,010 (the “Assignment Fee”) payable to Chen. The $62,000 deposit the plaintiffs paid on signing was to be credited toward this Assignment Price on completion of the Assignment Agreement. Both sides were represented by real estate agents and later by lawyers; they never communicated directly. It is common ground that each party performed its obligations under the Assignment Agreement fully.

How the assignment was structured and completed

Key to the court’s analysis was the way the parties structured the timing and completion of their assignment transaction in Schedule A. The mechanism was as follows. Upon receipt of the plaintiffs’ deposit, Chen was to seek Stateview’s consent to the assignment. The remaining balance of $327,010 (the “Balance Payment”) was to be delivered by the plaintiffs to their lawyer in trust. Once the Balance Payment was held in trust, all parties would sign the Builder’s Consent Agreement. When Stateview provided its signed consent, the assignment would “complete” between Chen and the plaintiffs and the remaining funds would be released to Chen.
Schedule A contained an express completion clause: “Upon the Vendor’s issuing the Vendor’s Consent to this Agreement, the Assignee’s Solicitor undertakes to pay the Balance Payment of Assignment Price to the Assignor. On the date of exchange of the Vendor’s Consent and Assignment Payment, this Assignment transaction shall be completed.” The plaintiffs further gave an irrevocable direction authorizing the immediate release of all monies held in trust to the defendant upon conditions being met, confirming that, once those steps occurred, the brokerage and solicitors were free to disburse funds to Chen without further authorization.
A specific completion date mechanism was also added by Chen in his counteroffer: the completion date of the Assignment was set to be within one business day after the builder signed the consent to assign. The plaintiffs were to pay the balance for the Assignment in the form of certified funds to Chen’s solicitor upon acceptance of the Assignment Agreement and receipt of the builder’s consent.
Crucially, the parties struck out a standard clause that would have required the plaintiffs’ balance payment to be held in trust “pending completion or other termination of the Agreement of Purchase and Sale attached hereto as Schedule ‘C’.” This is the provision the judge referred to, adopting counsel’s terminology, as the “Deposit Returning Provision”. That clause, left intact in earlier cases involving Stateview, would have expressly linked the holding and potential return of funds to the ultimate completion or non-completion of the underlying builder’s APS; in this case, it was deliberately deleted.

Builder consent, payment flow, and subsequent collapse of the project

On March 22, 2022, Stateview issued its written consent by signing the Builder’s Consent Agreement. Following this, Chen’s lawyer prepared a statement of adjustments, calculating the remaining consideration owed by the plaintiffs at $291,460.17. Two days later, on March 24, 2022, that adjusted sum was released to Chen. From his perspective, and according to the express language of Schedule A, this was the date on which the “Assignment transaction” was completed and his obligations under the Assignment Agreement came to an end.
Almost two years later, in January 2024, Stateview entered receivership. The court-appointed receiver delivered a notice of termination and disclaimer referencing both the APS and the Assignment Agreement, advising that the APS was terminated and disclaimed as of January 29, 2024. As a result, the townhouse was never built and the original APS between Stateview and the plaintiffs (as assignees) was not completed. After receiving that termination notice, the plaintiffs demanded that Chen return all monies they had paid to him under the Assignment Agreement. When he refused, they commenced this action in January 2025.

Competing motions and issues before the court

Both parties brought cross-motions for summary judgment. The defendant sought summary dismissal of the action, while the plaintiffs sought summary judgment ordering Chen to pay $389,010 plus interest, or alternatively restitution for unjust enrichment. There were no material factual disputes; both sides agreed that the record was complete and that the court could fully appreciate the issues on the written evidence and arguments, making the case suitable for summary disposition.
The core questions were: whether Chen was obligated, as a matter of contractual interpretation, to return the Assignment Fee (and, effectively, the entire Assignment Price) after Stateview’s default; and, failing that, whether the plaintiffs had a viable unjust enrichment claim. This turned the analysis into a detailed comparison of the wording of this Assignment Agreement and its schedules with the OREA Form 145 clause 17, related clauses in the Builder’s Consent Agreement, and the different contractual structures in two earlier decisions involving Stateview and assignees, Wei v. Meng and Ayuba v. Erhunmwun.

Key contractual provisions and their interpretation

Paragraph 17 of OREA Form 145 was central to the plaintiffs’ contractual argument. It provides that if the Assignment Agreement “is not completed due to the default of the seller for the Agreement of Purchase and Sale (Schedule C)”, then the assignment becomes null and void and “all monies paid by the Assignee under this Assignment Agreement shall be returned to the Assignee in full without interest.” This same standard wording had been interpreted favourably to assignees in Wei and Ayuba.
The court, however, emphasized that paragraph 17 could not be read in isolation. In this case, the parties had added and removed terms in Schedule A that changed when, and in what sense, their Assignment Agreement would be “completed”. They agreed that the Assignment transaction would be deemed complete on the date when Stateview’s consent and the Assignment Payment were exchanged, and they expressly directed that all funds then be released to Chen. They also added a clause addressing what would occur if the APS “is not completed by the Vendor for any reason whatsoever”, stipulating that “all deposit paid by the Assignee shall be returned to the Assignee and the Assignor shall not [be] liable to the Assignee for any loss, costs, expenses or damages” arising from the non-completion. At the builder-level, paragraph 9 of the Builder’s Consent Agreement mirrored this by providing that if the purchase agreement was not completed and Stateview was required to return deposit funds under its own terms, those funds would be returned to the assignee, and the assignor would have no claim against the builder for that money.
Equally important, the parties struck out the Deposit Returning Provision that, in other cases, required assignment monies to be held in trust pending completion or termination of the APS. In Wei and Ayuba, that clause remained in force and was interpreted as tying the “completion” referenced in paragraph 17 to completion (or failure) of the underlying builder transaction. In Ayuba, for example, the final payment under the assignment was not due until closing with the builder, meaning the assignment between assignor and assignee was not exhausted until the builder delivered title. When Stateview later defaulted, the court in Ayuba held that paragraph 17 remained operative and compelled return of the money paid.
Here, by contrast, the judge held that the parties chose a different structure: they defined a self-contained completion of their Assignment Agreement tied to the builder’s consent and immediate full payment to Chen. They did not leave funds in trust pending the ultimate fate of the APS and did not defer any final payment to the date of closing with Stateview. Once those agreed steps occurred in March 2022, nothing remained for either side to do under the Assignment Agreement. On that reading, the contract was fully performed and at an end well before Stateview’s receivership and the termination of the APS in 2024.

Why the case was distinguished from Wei and Ayuba

The plaintiffs argued that there were effectively two completion dates: one for the assignment and one for the APS, and that paragraph 17 should protect them until the APS closed or the builder defaulted. They also invoked reasoning from Wei, where it was said to make little sense for paragraph 17 to operate only up to the assignment closing date, given that the assignment fee there was payable three days after builder consent.
The judge rejected that analogy based on specific textual differences. In Wei, the parties left the Deposit Returning Provision in place, expressly requiring the assignment fee to be paid and held in trust “pending completion or other termination” of the new-build purchase agreement; there was also an additional clause obliging the defendant to return specified funds if the builder cancelled the project. In Ayuba, the assignment payment schedule delayed final payment until final closing with Stateview, again signaling that the parties’ relationship would endure until the builder transaction either closed or failed.
In Eo v. Chen, the judge found that the parties deliberately did the opposite. They removed the trust-pending-completion language, addressed deposit return via clauses that pointed to Stateview’s obligations under the APS and the Builder’s Consent Agreement, and explicitly agreed that the assignment would be complete, and funds released, as soon as builder consent issued and the balance was paid. The court concluded that to extend paragraph 17 beyond that defined completion point—effectively reviving obligations after the parties had agreed the Assignment Agreement was exhausted—would be to rewrite the bargain rather than interpret it. On a plain reading of the contract as a whole, the risk that Stateview might later default was a risk the plaintiffs assumed.

Unjust enrichment and the limits of equitable relief

As an alternative to their contractual claim, the plaintiffs sought restitution on the basis of unjust enrichment, arguing that it would be unfair for Chen to retain the Assignment Fee when the underlying project collapsed and they lost both the property and their money. The judge applied the standard unjust enrichment framework, noting that one of the recognized “juristic reasons” for a defendant’s retention of a benefit is the existence of a valid contract.
Because the court found that the Assignment Agreement clearly governed the parties’ rights and obligations, and that the loss arose from a risk allocated by that contract, Chen’s retention of the funds was justified. The presence of this juristic reason ended the unjust enrichment inquiry at the first stage; there was no need to consider a residual unjust enrichment analysis based on reasonable expectations or broader fairness. While the outcome was acknowledged to be “very unfortunate” for the plaintiffs, it flowed from the bargain they had freely made and from which both parties had received what they had agreed.

Outcome and monetary consequences

The court held that there was no genuine issue requiring a trial and that summary judgment was the appropriate, proportionate way to resolve the dispute. Interpreting the Assignment Agreement, its schedules, and the Builder’s Consent Agreement as a whole, the court concluded that Chen had fully performed his obligations when the builder’s consent issued and the assignment funds were paid and released in March 2022. The later termination of the APS by Stateview’s receiver did not revive or extend his contractual obligations, nor did it ground any unjust enrichment claim. The plaintiffs’ action was therefore dismissed. On costs, the defendant had sought $37,000 inclusive, while the plaintiffs’ own partial-indemnity costs outline totalled about $11,060.58, reflecting their expectations had they succeeded. The judge found the defendant’s costs excessive in light of duplication arising from two counsel. Considering the relevant factors and aiming for a fair and reasonable figure, the court ordered the plaintiffs to pay costs to the defendant fixed at $20,000 inclusive. As a result, the successful party in this case is the defendant, Guan Xiong Chen, and the total amount ordered in his favour is $20,000 in costs, with no damages awarded to the plaintiffs.