Mau v. G.A. Consulting Services Inc.

Mau v. G.A. Consulting Services Inc.

The defendants repudiated the SPA by tendering a reduced first instalment; plaintiffs validly accepted repudiation and are entitled to the purchase price obligation subject to a net reduction of $55,703.50 because the plaintiffs failed to meet the high evidentiary standard for rectification of s.3.2(a); defendants' counterclaim dismissed; plaintiffs entitled to unpaid consulting and tax credit amounts from the Company; no exemplary damages awarded.

Citation
2020 BCSC 1709
Parties
Plaintiff/defendant by Counterclaim: Diana Nam H. Mau; Plaintiff/defendant by Counterclaim: Christina Mau Nowik; Plaintiff/defendant by Counterclaim: Joanna Mau Nowik; Plaintiff/defendant by Counterclaim: Diana Mau Financial Corporation; Defendant/plaintiff by Counterclaim: G.A. Consulting Services Inc.; Defendant/plaintiff by Counterclaim: Katie Mak Accounting Corp.; Defendant/plaintiff by Counterclaim: Diana Mau Corporation
Court
Supreme Court of British Columbia
Jurisdiction
Canada
Judgment Date
27 October 2020
Procedural Posture
Share Purchase Agreement Dispute / Trial Judgment (oral Reasons in Chambers)
Outcome
Plaintiffs' claim allowed in part; rectification claim dismissed; defendants' counterclaim dismissed
Legal Topics
Rectification, Repudiation, Breach of Contract, Indemnity, Damages, Costs
Source Language
English
Contract Law Equity Commercial Law Corporate Law Rectification Repudiation Breach of Contract Indemnity +2 more

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Parties

Diana Nam H. Mau

Plaintiff/defendant by Counterclaim

Christina Mau Nowik

Plaintiff/defendant by Counterclaim

Joanna Mau Nowik

Plaintiff/defendant by Counterclaim

Diana Mau Financial Corporation

Plaintiff/defendant by Counterclaim

G.A. Consulting Services Inc.

Defendant/plaintiff by Counterclaim

Katie Mak Accounting Corp.

Defendant/plaintiff by Counterclaim

Diana Mau Corporation

Defendant/plaintiff by Counterclaim

Procedural Posture

Share Purchase Agreement Dispute / Trial Judgment (oral Reasons in Chambers)

Legal Issues

  1. 1 Whether the purchasers repudiated the Share Purchase Agreement and owe the $350,000 purchase price
  2. 2 Whether s.3.2(a) of the SPA should be rectified to change the adjustment items and date
  3. 3 Whether plaintiffs are entitled to unpaid consulting fees and tax credits from the Company

Ratio Decidendi

The defendants repudiated the SPA by tendering a reduced first instalment; plaintiffs validly accepted repudiation and are entitled to the purchase price obligation subject to a net reduction of $55,703.50 because the plaintiffs failed to meet the high evidentiary standard for rectification of s.3.2(a); defendants' counterclaim dismissed; plaintiffs entitled to unpaid consulting and tax credit amounts from the Company; no exemplary damages awarded.

Court Disposition

Plaintiffs' claim allowed in part; rectification claim dismissed; defendants' counterclaim dismissed

Orders

  • Defendants G.A. Consulting Services Inc. and Katie Mak Accounting Corp. liable for the purchase price obligations under the SPA; plaintiffs entitled to payment subject to a reduction of $55,703.50
  • Plaintiffs awarded unpaid consulting fees of $14,227.35 from the Company for work done as of June 6, 2018