There were a series of letters exchanged between Dawson, who had staked a mineral claim (which had by this point lapsed), and Springer (employee of Helicopter Exploration) discussing a contract to explore a certain area of BC and decide whether or not it was worth mining there. When they set the terms, it was agreed that Springer would notify Dawson when he had obtained a pilot for his helicopter so that Dawson could leave his post with the military and come with them to show them the area, and was entitled to a percentage of the earnings if they decided to develop the land. When a pilot became available Springer notified Dawson, however he also stated that based off of third party advice they would probably not be exploring the area that year. Dawson did not reply. Without notifying Dawson, the defendants explored the region and later contracted with another party for the development of the land. Dawson sued for breach, but was unsuccessful in the lower courts.
- Was there a valid offer and acceptance to form a contract?
Appeal allowed, remitted to the British Columbia Supreme Court for the assessment of damages.
In the dissent, Kerwin argues that no contract was formed. However, the remaining justices all agree that a bilateral contract was indeed formed. They state that the performance that was required of Springer was notifying Dawson that a pilot was ready, and taking him along on the exploration. However, by their actions Helicopter Exploration prevented the complementary performance of the appellant that would have entitled him to his share of the earnings, and in doing so they breached the contract.
Where a complementary action is contemplated for both parties, the offeror in a bilateral contract cannot terminate the contract for want of performance if he or she fails to discharge his or her complementary obligation to perform.