The parties were bound by a shareholders agreement containing a shotgun buy-sell clause.
The respondents triggered the clause, offering to buy the appellants' shares or sell their own, demanding 100% of the purchase price on closing.
The appellants accepted the offer to sell but provided for payment of 50% on closing and a promissory note for the balance, relying on a 'Minimum Terms' provision in the agreement.
The application judge found the appellants' acceptance invalid as a counter-offer.
The Court of Appeal reversed, holding that the agreement's language deemed the 50% payment term to be included in any offer, making the appellants' acceptance valid.
