In an interim decision in Djaferian v. Spanoudakis,rendered on February 20, 2026, the Superior Court had to determine whether an offer made 15 months earlier, prior to the institution of proceedings, could still be accepted and result in a transaction.
Summary of Facts and Timeline
The Plaintiff, a co-owner who sustained water damage to his private unit, claimed $80,318.49 from two neighbours (“Defendant1 and Defendant 2”), and the syndicate of co-ownership (“Syndicate”).
Prior to the institution of proceedings, in April 2024, the insurer of one of Defendant 1 initiated settlement discussions with the Syndicate, without any admission of liability and subject to obtaining a release. On April 29, 2024, an offer of $37,325 was made to the Syndicate by the insurer of said Defendant 1, which was then forwarded to the Plaintiff. The offer contained no expiry date.
On May 10, 2024, the Plaintiff sent a demand letter to the Defendants and to the Syndicate, indicating that he expected to receive a global settlement offer within five days of receipt, failing which legal proceedings would be initiated. On June 28, 2024, the Plaintiff filed his statement of claim, which made no reference to the April 29, 2024, offer.
On July 12, 2024, Defendant 1 filed an Answer indicating her intention to contest the claim.
On July 16, 2025, while the file was suspended to allow the Plaintiff to hold discussions with his insurers, the Plaintiff, through his lawyers, purported to accept the offer of April 29, 2024, which he argued was not subject to any time limit or other conditions.
The lawyer for Defendant 1 argued that the offer, made prior to the commencement of proceedings, conditional upon a release, and never renewed, had lapsed after nearly 15 months.
On September 3, 2025, the Plaintiff filed an application for the transaction to be approved by the Court.
Positions of the Parties
The Plaintiff maintained that his acceptance of the April 29, 2024, offer on July 16, 2025, gave rise to a transaction.
Defendant 1 and her insurer maintained that the offer had expired by the time of the purported acceptance and that the parties’ conduct in the proceedings demonstrated the absence of a meeting of the minds.
Decision
The Court first reiterated that the burden of proving the existence of a transaction lies with the party seeking its homologation. It also emphasized that an offer may be revoked at any time prior to its acceptance if it is not subject to a specified time limit, or may expire after a reasonable time, particularly where circumstances have changed such that enforcing the agreement would be inconsistent with the parties’ original intent and could result in injustice.
First, the Court found that the parties’ conduct during the proceedings did not demonstrate any intention to contract based on the April 2024 offer. The May 10, 2024, demand letter, which called for a global settlement offer, was akin to a rejection or counteroffer. The filing of the statement of claim further confirmed this position. For her part, Defendant 1 indicated her intention to contest the claim and did not signal any openness to settlement or mediation, which could be considered as a revocation of the April 2024 offer. Subsequent procedural steps, including five case management notices and the negotiation of a case protocol, confirmed that the parties were fully engaged in the litigation process.
Second, the Court concluded that the offer had, in any event, lapsed due to the unreasonable delay in accepting it. The April 29, 2024, offer had not been discussed for nearly 15 months (or at best eight months, excluding the suspension period), and could no longer reasonably be considered an option for resolving the dispute.
Third, the Plaintiff’s communications in July 2025 were, at most, an invitation to resume negotiations or a new offer, not a valid acceptance capable of forming a binding transaction.
Accordingly, the Court held that the Plaintiff had failed to meet his burden of proof, that no transaction intervened, and dismissed the application for the transaction to be approved.
Takeaway
A settlement offer that lacks a clear acceptance deadline or well-defined conditions invites uncertainty and differing interpretations. It is therefore essential to specify a precise period of validity and, where appropriate, to extend or renew the offer.
