Summary: The case involves Anbros Financial Inc. suing 2528367 Ontario Inc., along with directors Michael Sagoe and Okolawole Olasimbo, over a dispute concerning a brokerage fee for a construction loan. Anbros claims it earned a brokerage fee by securing a loan commitment from Firm Capital Corporation as per the terms of a Letter of Intent (LOI) agreed by the parties.
Key Points:
- Brokerage Agreement: The LOI required Anbros to arrange financing, specifying conditions including loan amounts, interest rates, and fees. It stipulated that the broker fee was earned upon issuance of a term sheet that substantially adhered to these conditions.
- Dispute Over Terms: The defendants did not proceed with the loan from Firm Capital, questioning whether the terms of the loan commitment were substantially similar to those in the LOI. The primary contention was whether changes in the loan amount, interest rates, and fees deviated from the LOI enough to void the fee obligation.
- Court's Decision: The court found the LOI to be a binding agreement, indicating that the terms provided by Firm Capital were sufficiently in line with those agreed in the LOI. As such, Anbros had fulfilled its obligation under the contract, making the brokerage fee payable.
- Outcome: The court awarded Anbros the claimed brokerage fee of $88,000, affirming that the defendants were liable for this fee under the terms of the LOI.
The decision underscores the binding nature of LOIs when clear terms are set and met, and highlights the importance of precise contractual language in financial agreements.