Boudreau v. Darnoc Investments Inc.

Boudreau v. Darnoc Investments Inc.

The Court found that the indemnity and warranty clauses covered IATA losses; Boudreau breached those clauses by failing to disclose the precarious nature of the Bullion debt and by abandoning the Ontario operation; those breaches caused loss to IATA but Darnoc/Conrad were contributorily negligent for failing to investigate the ATM 'loops' and protect IATA’s interests, so liability is apportioned equally; quantum of Bullion debt proved at $62,054.95 and Ontario lease settlement $21,000, resulting in setoff entitlement of $52,027.47 and a net judgment against Boudreau of $2,027.47 plus prejudgment interest at 4% for four years.

Citation
2014 NSSC 98
Parties
Plaintiff: Donald Boudreau; Defendant and Plaintiff by Counterclaim: Darnoc Investments Inc.; Defendant and Plaintiff by Counterclaim: Lawrence Conrad
Court
Supreme Court of Nova Scotia
Jurisdiction
Canada
Judgment Date
11 March 2014
Procedural Posture
Contract Dispute: Sale of Shares, Indemnity and Counterclaim / Trial Judgment
Outcome
Court entered judgment in favor of Defendants on counterclaim in part. Defendants entitled to setoff totaling $52,027.47 (Ontario lease $21,000.00 plus one half of Bullion debt $31,027.47). Net judgment against Plaintiff Boudreau in the sum of $2,027.47. Prejudgment interest awarded at 4% for four years. Plaintiff...
Legal Topics
Indemnity, Privity of Contract, Misrepresentation/non Disclosure, Setoff, Breach of Warranty, Due Diligence, Prejudgment Interest
Source Language
English
Contract Law Commercial Law Tort (contributory Negligence) Indemnity Privity of Contract Misrepresentation/non Disclosure Setoff Breach of Warranty +2 more

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Parties

Donald Boudreau

Plaintiff

Darnoc Investments Inc.

Defendant and Plaintiff by Counterclaim

Lawrence Conrad

Defendant and Plaintiff by Counterclaim

Procedural Posture

Contract Dispute: Sale of Shares, Indemnity and Counterclaim / Trial Judgment

Legal Issues

  1. 1 Whether losses paid by or claimed by IATA are within the scope of the sale Agreement indemnities
  2. 2 Whether Vendor (Boudreau) breached covenants or warranties in the Agreement (non-disclosure re Bullion debt; failure to assume Ontario liabilities)
  3. 3 Whether any proven breaches caused the alleged losses

Ratio Decidendi

The Court found that the indemnity and warranty clauses covered IATA losses; Boudreau breached those clauses by failing to disclose the precarious nature of the Bullion debt and by abandoning the Ontario operation; those breaches caused loss to IATA but Darnoc/Conrad were contributorily negligent for failing to investigate the ATM 'loops' and protect IATA’s interests, so liability is apportioned equally; quantum of Bullion debt proved at $62,054.95 and Ontario lease settlement $21,000, resulting in setoff entitlement of $52,027.47 and a net judgment against Boudreau of $2,027.47 plus prejudgment interest at 4% for four years.

Court Disposition

Court entered judgment in favor of Defendants on counterclaim in part. Defendants entitled to setoff totaling $52,027.47 (Ontario lease $21,000.00 plus one half of Bullion debt $31,027.47). Net judgment against Plaintiff Boudreau in the sum of $2,027.47. Prejudgment interest awarded at 4% for four years. Plaintiff...

Orders

  • Defendants to prepare the formal order, consented as to form by all parties, and file it with the court
  • Judgment against Donald Boudreau in the amount of $2,027.47 plus prejudgment interest at 4% for a period of four years