Canada Case Law

JJETS Inc. v. Jeha

Court

Nova Scotia Court of Appeal

The court upheld the trial judge’s finding that Article 3.56 was breached by failure to disclose the Wilson Fuels spreadsheet because the clause imposed an affirmative disclosure obligation, but affirmed dismissal of compensatory damages because the appellants failed to prove the shares’ value as of closing and produced no evidence that the vendors would have accepted the lower price claimed; because nominal damages were not advanced as an alternative, none were awarded.

Source excerpt

• Share purchase agreement
• Disclosure warranties
• Affirmative disclosure
• Valuation
• Damages
• Nominal damages

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Ocean Pacific Hotels Ltd. v. Lee

Court

British Columbia Court of Appeal

The Court of Appeal for British Columbia held that the pleaded duty of honest performance claim was bound to fail because it relied on pre-contractual inducement by dishonesty.

• Duty of honest performance
• Pre-contractual negotiations
• Certification of class proceedings
• Implied terms
• Fraudulent misrepresentation
• Good faith contractual performance

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Carrigan v. Berkshire Securities Inc.

Court

Supreme Court of Nova Scotia

The court found no binding agreement adopting the plaintiff's $7.5M AUA formula, no negligent misrepresentation, and no enforceable Duration Term in the oral contract; although the defendant's July 1, 2001 change to the corporate model constituted constructive dismissal, damages must be assessed on an expectancy/notice basis, the defendant had already paid approx. $100,000 which exceeded any reasonable notice entitlement, and therefore the plaintiff's claim fails and is dismissed.

Source excerpt

• Constructive dismissal
• Breach of contract
• Negligent misrepresentation
• Damages assessment
• Notice period
• Compensation agreements

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