17 Jul 2023
SpaceBridge Inc. v. Baylin Technologies Inc.
In the case of SpaceBridge Inc. v. Baylin Technologies Inc. dated July 13, 2023, the applicants, collectively known as "SpaceBridge," and the respondents, collectively referred to as "Baylin," Davies Ward Phillips & Vineberg LLP ("Davies"), were involved as the escrow agent. The conflict centered around a payment of $1,826,512, termed the "Indemnity Claim Amount," made by Davies to Baylin while acting as the Escrow Agent. The payment was related to Baylin's Supplier Indemnity Claim, which alleged misrepresentations about suppliers under the Asset Purchase Agreement ("APA") dated January 17, 2018, and the related Escrow Agreement also dated January 17, 2018.
SpaceBridge sought various alternative declarations, each aimed to establish that Davies should not have made the Indemnity Claim Amount payment to Baylin as the Escrow Agent. Additionally, SpaceBridge requested an order for the return of the Indemnity Claim Amount to the current escrow agent, contingent on the court granting one of their requested declarations.
Baylin's position was that the Indemnity Claim Amount was rightfully paid out of escrow because SpaceBridge had failed to provide a timely notice of objection to Baylin's Supplier Indemnity Claim, as required by the Escrow Agreement.
The case's resolution hinged on interpreting the contractual notice provisions in both the APA and the Escrow Agreement. In the end, the court granted SpaceBridge's application. It further awarded partial indemnity to the costs of the application, amounting to $65,000.