Background: The dispute arose from a Share Purchase Agreement (SPA) dated August 2, 2019, under which PortLiving Farms agreed to pay the plaintiffs $12.25 million. This amount included $9 million in cash, a $2.25 million promissory note, and one million partnership units valued at $1 each. The plaintiffs exercised their "Put Right" to have these units repurchased for $1 million, which was guaranteed by PortLiving Properties Inc.

Legal Arguments/Issues: The plaintiffs sought judgment for $1 million plus pre-judgment interest and costs, arguing the defendants defaulted on their obligations under the SPA and the Guarantee. The defendants contended that implied terms (the Best Efforts Terms) existed in the SPA and Guarantee, which the plaintiffs allegedly breached by appointing a receiver, thus nullifying their payment obligations. The court rejected this defense, ruling that the implied terms were not part of the SPA or Guarantee and that appointing a receiver did not constitute a breach.

Held: Justice J. Hughes found in favor of the plaintiffs, awarding them $1 million jointly and severally from the defendants, with pre-judgment interest from March 21, 2023, and post-judgment interest according to the Court Order Interest Act. The plaintiffs were also entitled to their costs of the application and action at Scale B.

Costs/Awards: The total amount awarded to the plaintiffs was $1 million plus applicable interest and costs.