This motion concerned a failed asset purchase agreement for a homecare franchise.
The applicant, 2712349 Ontario Incorporated, sought to recover a $65,000 "down payment" made to the personal respondent, Crystal Louis, after failing to secure financing.
The court addressed whether the applicant acted reasonably and in good faith in terminating the agreement based on the financing condition, whether the payment was refundable, and if the personal respondent was jointly and severally liable for its repayment on the basis of unjust enrichment.
The court found that the applicant acted reasonably and in good faith, the $65,000 payment was refundable as a down payment (not a non-refundable deposit), and Crystal Louis was jointly and severally liable with the corporate respondent for its return due to unjust enrichment.