The plaintiff brought an action for specific performance or damages following the failed purchase of shares in a Volkswagen auto dealership and its land.
The parties had signed a non-binding Letter of Intent and later negotiated a revised offer via text and telephone, culminating in a Term Sheet.
Before formal Share Purchase Agreements were signed, the defendants accepted a higher offer from a third party.
The court found that the parties had reached a binding agreement on the essential terms of the revised offer.
However, the court declined to order specific performance due to the requirement for third-party consent from Volkswagen Canada, instead awarding the plaintiff $5,000,000 in damages for lost opportunity and the return of his $1,000,000 deposit.
