The applicant sought to rectify a deferred payment formula in a limited partnership agreement related to the sale of its business to the respondent.
The applicant argued that the formula should match the one contained in a prior non-binding letter of intent, alleging unilateral mistake.
The court dismissed the application, finding that the applicant and its counsel had the opportunity to review the draft agreement, which clearly contained a different formula, and failed to establish that the respondent knew or ought to have known of the applicant's mistake and took advantage of it.
