Overview

This case involves a failed commercial real estate transaction for the property at 971 Burnhamthorpe Road East, Mississauga.

Key Issues and Decisions

1. Appeal and Fresh Evidence Motion
   • Ahmed2 Inc. appealed a partial summary judgment favoring VP Auto Sales & Service Ltd. on liability.
   • A motion to admit fresh evidence was dismissed as it did not meet the necessary criteria.
2. Summary Judgment and Breach of Agreement
   • The court found Ahmed2 Inc. breached the Agreement of Purchase and Sale by not closing on May 3, 2022.
   • Alleged breaches by VP Auto Sales, such as issues with the vendor-take-back mortgage (VTB) and zoning efforts, were not fundamental breaches.
   • Partial summary judgment on liability was appropriate, with damages to be determined at trial.
3. Vendor-Take-Back Mortgage (VTB)
   • The VTB required consent for a second mortgage to protect its priority. The respondent’s offer of a cure period for defaults was reasonable.
4. Zoning Efforts
   • The respondent’s "best efforts" for zoning became irrelevant when Ahmed2 Inc. waived the due diligence condition.
5. Early Possession
   • Ahmed2 Inc. failed to provide required proof of insurance for early possession, thus the respondent was not obligated to grant access.
6. Vehicles and Debris
   • The presence of vehicles and debris was not a breach since the property was sold "as-is, where-is," and they were removed by the extended closing date.

Conclusion

• Appeal Dismissed: The decision was upheld.
• Costs Awarded: Ahmed2 Inc. must pay $17,500 to the respondent.