The applicant target company sought specific performance of a share purchase agreement after the respondent purchaser refused to close, citing the COVID-19 pandemic.
The purchaser alleged breaches of the Material Adverse Effect (MAE), ordinary course, amortization event, and access to information covenants.
The court found that while the pandemic threatened earnings, it fell within the MAE's emergency carveout and did not disproportionately affect the target.
The target's pandemic responses, including branch access changes and accounting adjustments, were within the ordinary course of business for an economic downturn.
The court ordered specific performance of the agreement.
