In competing applications, the parties sought interpretation of a Purchase and Sale Agreement concerning a commercial property.
Integration International Capital Limited (IICL) contended it was entitled to a $293,000 deduction from the purchase price related to replacing a landscaping Letter of Credit (LOC), and sought damages.
Helmsbridge Holdings ULC (Helmsbridge) sought specific performance to compel IICL to replace the LOC, arguing no such deduction was warranted.
The court found that the $293,000 was not an adjustment to the purchase price and that IICL's failure to replace the LOC or provide cash collateral meant it owed the full purchase price.
The court also denied specific performance to Helmsbridge, ruling that damages had not yet accrued and the remedy was not appropriate given the contingent nature of the liability.
Both applications were dismissed.
