COURT OF APPEAL FOR ONTARIO
RE:
WORKING VENTURES CANADIAN FUND INC. (Applicant (Respondent in Appeal)) - and - ANGOSS SOFTWARE CORPORATION (Respondent (Appellant))
BEFORE:
MORDEN, ABELLA and MOLDAVER JJ.A.
COUNSEL:
Andrew M. Robinson
For the appellant
Douglas F. Harrison and Adrian C. Lang
For the respondent
HEARD:
May 30, 2001
On appeal from the judgment of Justice Donald R. Cameron dated November 27, 2000.
E N D O R S E M E N T Released Orally May 30, 2001
1Assuming that Cameron J. erred in failing to apply an objective test in his assessment of the due diligence issue, we are satisfied that, had he applied an objective test, he would have come to the same conclusion, namely, that the steps taken by Working Ventures were sufficient to enable it to exercise its discretion reasonably.
2Having regard to the nature of the transaction and the steps taken by Working Ventures to comply with its due diligence undertaking, we are satisfied that, applying an objective standard, the proper conclusion is that Working Ventures had complied with its contractual obligation. Indeed, it is apparent from Cameron J.'s reasons that he took objective factors into account in upholding the reasonableness of the discretion exercised by Working Ventures. Accordingly, the appeal is dismissed, with costs.