SUPPLEMENTARY ENDORSEMENT
COURT FILES NO.: CV-10-409412
CV-10-412364
DATE: 20120821
SUPERIOR COURT OF JUSTICE - ONTARIO
RE: 1724684 Ontario Limited and 2234233 Ontario Inc. / Applicants in Court File No. 409412
AND:
Leafwood Investments Inc., and Goldman, Spring, Kichler & Sanders LLP Respondents in Court File No. 409412
AND RE: Leafwood Investments Inc. / Applicant in Court File No. 412364
AND:
1724684 Ontario Limited, 2234233 Ontario Inc., Shahin Talaei, aka Sean Talaei, and Ahad Jafarpour, aka Jeff Jafarpour / Respondents in Court File No. 412364
BEFORE: Justice E. P. Belobaba
COUNSEL:
Joseph Markin for Applicants (Purchasers) in Court File No. 409412
David R. Rothwell for Applicant (Vendor) in Court File No. 412364
HEARD: June 25, 26, 27 and 28, 2012
SUPPLEMENTARY eNDORSEMENT
[ 1 ] In a decision released on July 18, 2012, I concluded that the vendor, Leafwood Investments, was entitled to the monies being held in trust by Goldman, Spring, Kichler & Sanders LLP. However, in paragraphs 37 and 38 of my reasons for judgment I added the following caveat:
The Vendor is therefore entitled to the monies in trust, with the following caveat. During the trial, counsel for the Purchaser suggested that the Vendor was not entitled to the $25,000 in GST because the purchase price, including GST, was the $500,000 stipulated in the settlement agreement with Skyhawk. He also referred to the $7500 cost of the steel plates that were apparently delivered to the job-site but were then lost or misplaced by the Vendor. In other words, there is a strong possibility that the Purchaser may be entitled to receive $32,500 of the monies in trust. Unfortunately, neither of these points was fully developed at the trial.
I will therefore allow both sides an opportunity over the next four weeks to make a brief written submission on each of these points – first, the Vendor and then the Purchaser. It is my hope, of course, that the parties can resolve the GST and steel plates issues on their own so that no further submissions are needed.
[ 2 ] The two issues were not resolved by the parties and each side therefore made a brief written submission. I have now reviewed these additional submissions. I am satisfied that I was right to deduct $7500 for the steel plates. I am also satisfied that GST was properly paid. The APS clearly provided that the purchase price was $500,000 “plus GST” and the purchaser agreed to pay the additional $25,000.
[ 3 ] I accept the vendor’s calculations as provided by its controller Azim Azimi. I direct that $517,125 plus accrued interest be paid out to vendor and that $7875 plus accrued interest be paid out to the purchasers.
[ 4 ] Also, a minor housekeeping point: 2234233 Ontario Inc. will formally be added nunc pro tunc as a co-plaintiff/applicant purchaser in Court File No. CV-10-409412.
[ 5 ] Order to go accordingly.
Belobaba J.
Date: August 21, 2012