L. Viet Nguyen

The court considered a motion by a court‑appointed receiver seeking approval of an agreement of purchase and sale for property owned by the respondent corporation.

The first mortgagee and the second mortgagee supported the proposed sale despite a projected shortfall on the second mortgage.

A shareholder objected, arguing the property should first be marketed through MLS and pointing to higher appraisals.

The court accepted the receiver’s evidence regarding market uncertainties, marketing timelines, and financial realities, including the absence of any realistic economic benefit to the objecting shareholder.

The motion approving the sale was granted.

The defendant vendor brought a motion for summary judgment seeking dismissal of the purchaser’s claim, discharge of a certificate of pending litigation, and permission to sell a commercial property to another buyer.

The dispute arose from an agreement of purchase and sale containing a due diligence condition allowing the purchaser to waive the condition after reviewing documentation and conducting inspections.

The vendor argued the conditional period had expired and that the purchaser was unable to obtain financing, rendering the agreement null and void.

The purchaser alleged the vendor failed to provide required documentation and obstructed due diligence, preventing completion of financing and waiver of conditions.

The court held that material facts were contested and that a full appreciation of the evidence required viva voce testimony and the full trial process.