IDSS Enterprises Ltd. v. Dynasty P.G. & Grandsons Holding Inc., 2013 BCCA 354

Contract Law – Purchase and Sale of Business – Contract Interpretation – Assessment of Damages: on appeal, we successfully upheld the trial decision in which the court had held that the Defendant had breached a Share Purchase Contract.  The Court of Appeal rejected the Defendant’s argument that the trial judge had failed to consider their counterclaim for “liabilities” it claimed the Plaintiff was responsible for.  The court also rejected the Defendant’s argument that they trial judge had been wrong to estimate the Plaintiff’s damages.  It was proper and necessary to do so because the Defendant had failed to keep proper records, making it difficult or impossible for the Plaintiff to prove its loss.   The court also rejected the Defendant’s attempt to submit new accounting evidence on appeal.  The court adjusted the award to take into account a shareholders loan which both parties agreed existed, but which had not been dealt with by the trial judge.  View Reasons for Judgment