Background: Think Research Corporation acquired Clinic 360. A dispute arose over the calculation of net working capital as per the share purchase agreement, leading to an application to appoint KPMG for resolution due to Ernst & Young's conflict of interest.
Legal Proceedings: The case involved whether substantive relief could be granted at a case conference without a formal evidentiary record. The court decided it was appropriate to grant relief, addressing the timing of financial statement delivery and the appointment of an independent accountant.
Court's Findings:
The email exchanges indicated mutual agreement to extend the original 60-day deadline for delivering financial statements.
The court rejected the respondents' argument that the applicant lost the right to seek adjustments due to delayed delivery, citing the agreement's provision for mutual extension.
The court emphasized the necessity of expedient, cost-effective justice, advocating for procedural efficiency to avoid extensive litigation delays.
Conclusion: The court granted the application to appoint KPMG as the independent accountant for the dispute resolution under the share purchase agreement and dismissed the respondents’ application for declaring the appointment time-lapsed.
