Balsom v. Spencer-Bellefontaine

Balsom v. Spencer-Bellefontaine

The asset sale contract, read objectively and against its due diligence provisions, placed the risk and opportunity to investigate the loyalty program and other assets on the purchaser; vendor silence as to the existence/value of loyalty points did not amount to actionable misrepresentation; the promissory note was valid, in default and the guarantor was liable; set-off of the purchaser's limited award against the vendor's judgment was appropriate.

Citation
2017 NSSM 29
Parties
Claimant and Defendant: Larissa Balsom; Defendant (personal Capacity Claim Dismissed): Edith Spencer-Bellefontaine; Claimant and Defendant: 3149251 Nova Scotia Limited
Court
Nova Scotia Small Claims Court
Jurisdiction
Canada
Judgment Date
29 March 2017
Procedural Posture
Small Claims Court / Adjudication/decision (joined Matters)
Outcome
Claims joined; claim against Edith Spencer-Bellefontaine in personal capacity dismissed; judgment for 3149251 Nova Scotia Limited against Larissa Balsom for CAD 11,854.39 after set-off
Legal Topics
Breach of Contract, Negligent/fraudulent Misrepresentation, Promissory Note Enforcement, Guarantee Liability, Set Off, Contract Interpretation
Source Language
English
Contract Law Commercial Law Tort: Misrepresentation Debt Recovery Suretyship/guarantee Breach of Contract Negligent/fraudulent Misrepresentation Promissory Note Enforcement +3 more

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Parties

Larissa Balsom

Claimant and Defendant

Edith Spencer-Bellefontaine

Defendant (personal Capacity Claim Dismissed)

3149251 Nova Scotia Limited

Claimant and Defendant

Procedural Posture

Small Claims Court / Adjudication/decision (joined Matters)

Legal Issues

  1. 1 Whether 3149251 Nova Scotia Limited breached the purchase agreement or made actionable misrepresentations to Larissa Balsom regarding the loyalty/rewards program, inventory and training
  2. 2 Whether Larissa Balsom is liable under the guarantee for the promissory note and the correct amount owing
  3. 3 Whether set-off applies between the competing awards

Ratio Decidendi

The asset sale contract, read objectively and against its due diligence provisions, placed the risk and opportunity to investigate the loyalty program and other assets on the purchaser; vendor silence as to the existence/value of loyalty points did not amount to actionable misrepresentation; the promissory note was valid, in default and the guarantor was liable; set-off of the purchaser's limited award against the vendor's judgment was appropriate.

Court Disposition

Claims joined; claim against Edith Spencer-Bellefontaine in personal capacity dismissed; judgment for 3149251 Nova Scotia Limited against Larissa Balsom for CAD 11,854.39 after set-off

Orders

  • Matters SCCH 453596 and SCCH 454382 joined pursuant to Small Claims Court Act s.25
  • Notice of Claim amended to add 3149251 Nova Scotia Limited as defendant in SCCH 453596