The plaintiff brought a motion for summary judgment seeking indemnification from the defendants for a percentage of taxes, interest, and penalties assessed by the Canada Revenue Agency (CRA).
The parties had previously entered into a Share Put Agreement containing an indemnity clause.
The defendants argued they were protected by a prior representation and warranty regarding the future use of tax pools, and sought a set-off.
The court found that the plaintiff did not guarantee the future use of the tax pools against CRA reassessment, and that any such prior representations were superseded by an entire agreement clause.
The court granted summary judgment for the plaintiff, enforcing the indemnity, and declined to stay execution of the judgment pending the CRA appeal.
