IDSS Enterprises Ltd. v. Dynasty P.G. & Grandsons Holding Inc., 2012 BCSC 1246

Contract Law – Purchase and sale of shares – interpretation of agreement – assessment of damages:

We were successful at trial advancing a claim for the balance of the purchase price owing on a share purchase contract and defending a counterclaim of over $2,000,000 based on the defendants proposed interpretation of the agreement. The agreement called for the purchasers to account to the seller for the “profits” earned up to the date of sale. No accounting was done and no monies paid. When our client sued, the defendant claimed that the business had in fact lost money over the relevant period and that the term ‘liabilities’ as used in the contract required a substantial repayment by our client.  The Plaintiff’s case relied on the application of the law regarding the consideration of the factual matrix in interpreting a contract and, in this case, the proper interpretation of the terms “profits” and “liabilities” in the context of a handwritten agreement and the subsequent formal contract prepared by the lawyers.  The Court also applied the principal of omnia praesumuntur contra spoliatorem (everything is presumed against the spoiler or wrongdoer) in accepting the Plaintiff’s analysis of the proper approach to assessing damages. View Reasons for Judgment