Ontario Civil


Corporations

Shares
Judge’s conclusion that put-right option was part of bilateral contract contained in asset purchase agreement was reasonable

Respondents were victimized by fraudster and obtained judgments against her. Corporation controlled by appellants purchased respondents’ judgments. Respondents in exchange received two promissory notes and shares of corporation. Asset purchase agreement (“APA”) contained put-right option that provided respondents could compel appellants to purchase shares. Respondents attempted to exercised put-right option but appellants did not purchase shares. Respondents brought action and obtained summary judgment. Judge on summary judgment motion held that respondents successfully exercised option contained in APA. Appellants appealed. Appeal dismissed. Motion judge’s conclusion that put- right option was part of bilateral contract contained in APA was reasonable and supported by evidence. There was no basis to interfere with judge’s conclusion that respondents substantially complied with notice requirement in APA. Judge’s conclusion that respondents’ failure to provide certificate under s. 116 of Income Tax Act (Can.) did not vitiate appellants’ obligation to buy shares was reasonable. Judge’s interpretation of release agreement was reasonable. Appellants were not prejudiced by judgment squarely within terms of relief claimed in statement of claim.

Flintoff v. Crown William Mining Corp. (Jan. 29, 2016, Ont. C.A., S.E. Pepall J.A., G. Pardu J.A., and L.B. Roberts J.A., CA C60449) Decision at 254 A.C.W.S. (3d) 826 was affirmed. 263 A.C.W.S. (3d) 378.

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