Facts: Coco International Inc. and 1027458 Ontario Inc. (Vendors) sold a paving company to Green Infrastructure Partners Inc. (Purchaser), with $80 million in escrow to cover undisclosed liabilities. An undisclosed $213 million guarantee by the paving company was later discovered, leading to a dispute over the release of the escrowed funds.
Issues:
- Whether the Purchaser provided sufficient notice to claim part of the escrowed funds due to the undisclosed liability.
- If the Tolling Agreement affected the timing for such notice.
- The application of relief from forfeiture regarding the escrowed funds.
Court's Ruling:
- The application was dismissed, and the $80 million remained in escrow.
- The court found the notice was given within the required timeframe and was sufficient in content.
- The Tolling Agreement suspended all contractual periods, including the deadline for notifying the Escrow Agent.
- The court would have granted relief from forfeiture if necessary, considering the equities and conduct of the parties.
Costs/Damages:
- The court did not specify immediate costs or damages in the ruling, focusing instead on the contractual and procedural aspects of the escrow fund dispute. If parties cannot agree on costs, they were instructed to file submissions for the court's determination.
