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Action for breach of share purchase agreement dismissed; purchasers entirely responsible for failing to investigate.
The plaintiffs purchased an HVAC business from the defendants and subsequently sued for breach of contract, alleging the defendants failed to operate the business in the ordinary course prior to closing.
The plaintiffs claimed the defendants failed to disclose slumping sales, employee layoffs, and deteriorating customer relationships.
The court dismissed the plaintiffs' claim, finding they failed to prove the changes were outside the ordinary course of business or not the result of a general deterioration in the HVAC market.
The court further held that even if a breach occurred, the plaintiffs were entirely responsible for their damages because they failed to exercise their contractual right to investigate the company's financial affairs before closing.
The defendants' counterclaim for the balance owing on a promissory note was allowed.
Construction lien appeal dismissed as trial judge's factual findings and credibility assessments were supported by the record.
The appellant appealed a trial judgment and costs endorsement regarding a construction contract dispute.
The trial judge had found the appellant's evidence not credible, rejected its claims for extras, and accepted the respondent's evidence regarding back charges and costs to complete.
The Divisional Court dismissed the appeal, finding that the trial judge's factual findings were available on the record and her approach to contract accounting was correct.
The appeal was dismissed with costs of $7,500 awarded to the respondent.
