Exclusion clauses are a common feature of agreements of purchase and sale and other commercial contracts. While often subject to negotiation, parties sometimes proceed with standard form exclusion clauses that may inject uncertainty into what claims or implied statutory obligations are excluded from the parties agreement. In the event of a later dispute, the scope and import of the exclusion clause will be of considerable importance.
Ambiguous drafting of earnout provisions in M&A agreements is a perennial source of post-closing disputes. What may have seemed clear to parties in the heat of negotiations can often.
It has long been established that where the circumstances in which funds are advanced by a shareholder to the company in which they own shares is unclear, the court must consider the surrounding circumstances when determining how to characterize the advance. Historically, surrounding circumstances were understood to be the circumstances extant at the time the transaction was effected: e.g., Ghassemvand v. Premium Weatherstripping Inc., 2017 BCCA 309.
It has long been established that where the circumstances in which funds are advanced by a shareholder to the company in which they own shares is unclear, the court must consider the.
In Baffinland Iron Mines LP v. Tower-EBC G.P., S.E.N.C., the Ontario Court of Appeal (the “ONCA”) has confirmed that “finally settled” by arbitration means the same thing as “final and.