The appellant, a former vice-chair and major shareholder of the respondent, entered into a retirement agreement and a settlement agreement that fixed the buyout price of his shares at US$5.21.
He later sued for negligent misrepresentation, alleging the respondent failed to disclose a recapitalization plan that ultimately valued the shares at US$10.06.
The Court of Appeal dismissed the appeal, finding that the alleged misrepresentations were immaterial because the appellant's share price was contractually crystallized, he suffered no damages, and the action was barred by a full and final release.
