The purchaser under a share purchase agreement brought an application seeking appointment of an arbitrator to determine a purchase price adjustment relating to working capital.
The vendors argued that the purchaser’s failure to deliver financial statements within a 40‑business‑day contractual deadline extinguished the right to arbitration and sought a stay pending a separate action alleging breach of contract and bad faith.
The court held that the agreement demonstrated a clear intention that disputes concerning price adjustment be resolved through arbitration and that the missed deadline did not terminate the contractual right to arbitrate.
The court also rejected arguments that allegations of bad faith, the involvement of escrow agents, or concerns about multiplicity of proceedings justified avoiding arbitration.
An arbitrator was appointed and the cross‑application was dismissed.
