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Contract Formation

Posted on November 3, 2020 | Posted in Commercial Matters, Five Liners

Alkin Corporation v 3D imaging Partners Inc. 2020 Ont CA

Vendor of shares wished to sell his shares to the corporation. The parties negotiated a purchase price for the shares and the corporation sent an unexecuted share purchase agreement to the vendor. The vendor signed and returned it to the corporation, but the corporation never signed it. The agreement contained a clause that specified it would become effective only when executed by both parties. The Court of Appeal confirmed the motion judge’s dismissal of the vendor’s action. The motion judge had found that it was the parties’ clear intention that obligations were to be deferred until a formal contract had been approved and executed. That finding of fact was supported by the terms of the draft agreement and was fatal to the vendor’s action. There was no contract.

Jonathan Speigel


Written by Jonathan Speigel, the founding partner of Speigel Nichols Fox LLP, leads the litigation and construction practices.


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