The Fogolar Furlan Club Windsor can offer its remaining ten acres for sale together without first giving its neighbour a chance to match an offer for the whole property, Ontario’s Superior Court ruled. The neighbour had negotiated a right of first refusal over three acres at the rear. It could not require the club to build a road and sever that land to trigger the right.
In 5054545 Ontario Inc. v. Fogolar Furlan Club Windsor, 2026 ONSC 6199, Justice Jasminka Kalajdzic dismissed the neighbouring owner’s application. The November 2 decision turned on the wording of the 2021 sale agreement and the purpose of the access easement the parties negotiated with it.
The club had operated a banquet hall, soccer fields and a social club on 20 acres. To raise money during the pandemic, it sold half of the property to 5054545 Ontario Inc. The club told the buyer it might later need to sell three more acres to keep operating. Those acres would need road access if severed. The buyer agreed to an easement across the back of its own land in exchange for the first chance to match an acceptable offer for the three acres.
A sketch attached to the agreement identified the three acres as Part 2. The contract gave the buyer five business days to offer the same terms as a bona fide offer for Part 2 that the club was willing to accept. Part 2 and the rest of the club’s retained land remained a single legal parcel. In 2025, the club decided it could no longer afford to operate and wanted to sell the entire parcel.
The buyer argued that it should be able to match an offer for all ten acres or compel the club to sell the three acres separately. The judge found that an offer for the undivided land would give the buyer no separate price to match for Part 2. The agreement and negotiations both pointed to a possible future sale of that part on its own.
The court found no evidence that the club had misled the buyer or structured a sale to evade its obligations. The whole parcel already had road access. Severing the three acres would require the club to construct a road and apply for municipal approval. The contract worked as written if the club chose to sever the land, and the duty of good faith did not require it to incur those costs for the buyer’s benefit.
The easement continues to burden the buyer’s property even if the club never sells Part 2 separately. The court ordered the buyer to pay the club the agreed $16,000 in costs, including fees, disbursements and HST, within 30 days.
Source: Read the court’s decision on CanLII.
