The plaintiffs brought an action for the release of two tranches of escrow funds held pursuant to a share purchase agreement.
The defendant moved to stay the action in favour of arbitration, arguing its claims for equitable set-off fell under the agreement's arbitration clause.
The plaintiffs moved for summary judgment.
The court dismissed the motion for a stay, finding the claim for the first tranche was a proper matter for summary judgment and fell within the statutory exception to mandatory arbitration.
The court granted partial summary judgment for the first tranche, holding that the defendant's unliquidated claims for equitable set-off could not be used to withhold the escrow funds.
However, the court found a genuine issue requiring a trial regarding the accounting adjustments for the second tranche and ordered a mini-trial.
