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

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.


Free newsletter

Our daily newsletter is FREE and keeps you up to date on all the developments in the Ontario legal community. Please complete the form below and click on subscribe for daily newsletters from Law Times.

Recent articles & video

Insurance lawyers reveal their referral philosophies

Court of Appeal rules auto insurer not liable for parental negligence claim stemming from accident

Refugee lawyers speak out on federal election campaign rhetoric

Employees of Aboriginal Legal Services join major union

Pro Bono Ontario to rename Ottawa help centre after David Scott

Chasm in opinions remains after statement of principles repeal

Most Read Articles

New equality measure approved by Law Society of Ontario as the statement of principles gets repealed

Judges call out lack of support for legal aid, pro bono amid MAG presence

Chasm in opinions remains after statement of principles repeal

Law students, paralegals can continue working on the same summary conviction matters