Appeal from a trial judgment concerning interpretation of a share purchase agreement for the sale of a life insurance company.
The dispute was whether post-closing industry-wide compensation assessments, calculated using pre-closing premium income, were payable by the vendors or the purchasers.
The court held that the assessments were liabilities arising in the years they were levied, not in the years used to calculate them, and that the agreement required the purchasers to pay them.
The court further held that the negotiation evidence supported that reading and that the general indemnity clause did not displace the specific allocation in the contract.
Appeal allowed, trial judgment set aside, and the action dismissed.
