Alleged misrepresentations did not justify non-performance of contract

Ontario civil | Contracts

PERFORMANCE AND BREACH

Alleged misrepresentations did not justify non-performance of contract

Defendants purchased plaintiff’s real estate brokerage pursuant to share purchase agreement. Defendant guaranteed purchase price by unconditional promissory note. Defendant stopped payments. Plaintiff brought action to enforce promissory note and for non-payment of balance of purchase price. Defendants alleged misrepresentation and breaches of agreement in negotiations and disclosure. Defendants claimed damages. Plaintiff was entitled to payment of $372,514 pursuant to promissory note. Counterclaim was dismissed. No misrepresentations were made to defendants to induce individual to enter into agreement. No reliance was placed on any representations in entering agreement. Only term plaintiff breached was failure to deliver audited financial statements, which was not material and caused defendants no damages because defendants waived them and affirmed contract. Alleged misrepresentations were without foundation and did not justify defendant’s non-performance of contract and did not support claim for damages.
Henderson v. Risi (Feb. 20, 2013, Ont. S.C.J., Lederman J., File No. CV-09-393431) 226 A.C.W.S. (3d) 1172.

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