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The court found the defendant breached its dealership agreement but dismissed the action because the plaintiffs suffered no net recoverable damages.
The plaintiffs, Avante Automobile (2017) Corporation and Francesco Serpa, sought damages from BMW Canada Inc. for breach of statutory, contractual, and common law duties in relation to the purchase and operation of a BMW dealership.
The court found BMW Canada liable for failing to properly document an extension to complete required renovations and for not following the termination provisions of the Retailer Agreement.
However, the court preferred the defendant’s evidence on valuation and found no net recoverable damages.
The action was dismissed, subject to costs.
Court orders limited re‑valuation after valuator failed to meet working capital standards.
The applicants sought to set aside a share valuation conducted pursuant to a unanimous shareholders' agreement following the exercise of a put right requiring the purchase of their minority shareholding.
The agreement required the valuator to determine fair market value using generally accepted valuation principles and provided that the valuator's determination would be final and binding.
The court held that judicial intervention is limited to circumstances where the valuator fails to comply with the contractual mandate, not merely where alleged valuation errors occur.
Most complaints raised by the applicants related to matters of professional judgment and therefore did not justify court intervention.
However, the valuator failed to comply with generally accepted valuation standards regarding the analysis of working capital.
Rather than setting aside the entire valuation report, the court ordered a limited independent analysis to determine the appropriate working capital adjustment while leaving the remainder of the valuation intact.
