Court File and Parties

CITATION: Harrowston Holdings Limited v. St. Joseph Media Inc., 2008 ONCA 661

DATE: 20081001

DOCKET: C47063

COURT OF APPEAL FOR ONTARIO

FELDMAN, CRONK and ROULEAU JJ.A.

BETWEEN:

HARROWSTON HOLDINGS LIMITED

Respondent on Appeal/Applicant

and

ST. JOSEPH MEDIA INC.

Appellant on appeal/Respondent

Counsel: David S. Ward and Linda I. Knol, for the appellant Crawford Smith and Emily Head, for the respondent

Heard and released orally: September 19, 2008

On appeal from the judgment of Justice K.A. Hoilett of the Superior Court of Justice dated August 2, 2007.

ENDORSEMENT

[1] In our view, this appeal must be dismissed. We agree with the motion judge’s disposition of this matter.

[2] On our reading of the relevant corporate documents – including the Resolution at issue – under the bargain negotiated between the parties, the appellant purchaser received the benefit of a reduction of approximately $800,000 in the purchase price for its acquisition of the shares in Key Media, the consideration for which was a pre-closing declaration by Key Media of a dividend in favour of its sole shareholder, the respondent, in a like amount to be satisfied on specific terms, either by one described method or, if that was not possible, then by another described method.

[3] On this record, it was never within the contemplation of the parties that the appellant would enjoy the benefit of both the reduced purchase price and full ownership of the warrants that were involved in the declared dividend.

[4] Accordingly, to now accept the appellant’s interpretation of the Resolution would defeat the joint good faith commercial intentions of the parties and, as well, work a significant financial injustice on the respondent that was neither foreseen nor intended by the parties.

[5] The appeal is therefore dismissed. The parties have agreed that the successful party should be awarded the costs of the appeal in the total amount of $7,500, inclusive of disbursements and G.S.T., and we so order.

“K. Feldman J.A.”

“E.A. Cronk J.A.”

“Paul Rouleau J.A.”