S. Thakker

The plaintiff brought motions to compel the defendants to answer undertakings and refusals arising from examinations for discovery in an action concerning the purchase of a commercial real estate portfolio.

The Dream Defendants also brought a cross-motion to compel the plaintiff to answer refusals.

The court applied the principles of relevance and proportionality under the Rules of Civil Procedure.

The court ordered the defendants to answer certain questions relating to financial models and marketing efforts, but dismissed requests for information regarding the post-closing use of sale proceeds and prior unrelated transactions.

The plaintiff was ordered to provide its legal position on an 'as is where is' clause.

The applicant, Bovaird, purchased land from the respondent, Mattamy, with the intention of developing it for district retail use.

Mattamy agreed to indemnify Bovaird for all future obligations under a cost-sharing agreement.

Bovaird later changed its plans and developed the land for residential use, triggering an additional $2.8 million contribution under the cost-sharing agreement.

Bovaird sought indemnification from Mattamy.

The court dismissed the application, finding that the broad indemnity must be read in the context of the parties' agreement as a whole, which included a specific contractual commitment by Bovaird to develop the land for district retail use.

The court held that Bovaird could not rely on the indemnity to profit from its own breach of that commitment.