Hybridyne Power Generation Corp. v. SAS Company Global Investments Inc.

Hybridyne Power Generation Corp. v. SAS Company Global Investments Inc.

Motion judge did not err: findings that SAS failed to pay required amounts were not challenged; as a consequence Hybridyne validly terminated the FPSA under s.8 and was entitled to acquire SAS's shares under s.9 and the Buy/Sell Agreement; fresh evidence was properly refused; ordering Hybridyne to pay an amount into court to secure the termination fee pending a reference was a reasonable exercise of discretion; appeal dismissed and costs awarded.

Citation
2015 ONCA 496
Parties
Plaintiff (respondent): Hybridyne Power Generation Corp.; Defendant (appellant): SAS Company Global Investments Inc.
Court
Court of Appeal for Ontario
Jurisdiction
Canada
Judgment Date
6 July 2015
Procedural Posture
Civil Appeal / Appeal From Summary Judgment (court of Appeal Judgment)
Outcome
Appeal dismissed. Motion for leave to file fresh evidence dismissed. Motion judge's summary judgment in favour of Hybridyne affirmed. Stay of execution denied. Costs awarded to Hybridyne.
Legal Topics
Summary Judgment, Termination of Contract, Breach of Contract, Buy/sell Agreement, Fresh Evidence, Stay of Execution, Contract Interpretation
Source Language
English
Contract Civil Procedure Corporate Law Commercial Law Summary Judgment Termination of Contract Breach of Contract Buy/sell Agreement +3 more

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Parties

Hybridyne Power Generation Corp.

Plaintiff (respondent)

SAS Company Global Investments Inc.

Defendant (appellant)

Procedural Posture

Civil Appeal / Appeal From Summary Judgment (court of Appeal Judgment)

Legal Issues

  1. 1 Whether SAS breached the Fixed Price Services Agreement by failing to make required payments
  2. 2 Whether Hybridyne was entitled to terminate the FPSA under s.8 and to acquire the shares under s.9 and the Buy/Sell Agreement
  3. 3 Whether the motion judge erred by refusing fresh evidence

Ratio Decidendi

Motion judge did not err: findings that SAS failed to pay required amounts were not challenged; as a consequence Hybridyne validly terminated the FPSA under s.8 and was entitled to acquire SAS's shares under s.9 and the Buy/Sell Agreement; fresh evidence was properly refused; ordering Hybridyne to pay an amount into court to secure the termination fee pending a reference was a reasonable exercise of discretion; appeal dismissed and costs awarded.

Court Disposition

Appeal dismissed. Motion for leave to file fresh evidence dismissed. Motion judge's summary judgment in favour of Hybridyne affirmed. Stay of execution denied. Costs awarded to Hybridyne.

Orders

  • Dismissed motion for leave to file fresh evidence by SAS
  • Dismissed the appeal and affirmed summary judgment in favour of Hybridyne