Background:
- Business Relationship: 867 rented and sold musical instruments. BWM supplied stages and began operating 867’s business in July 2019, transitioning to purchase 867’s assets.
- Asset Purchase Agreement (APA): Signed on November 15, 2019, effective July 1, 2019. BWM agreed to pay $400,000, partly upfront and partly via a promissory note. The first installment was paid, but subsequent payments were not.
Claims:
- 867: Seeks payment of the remaining promissory note installments.
- BWM: Argues for a trial to determine the amount due, citing necessary adjustments to the purchase price.
Issues:
- Payment Dispute: BWM halted payments, alleging discrepancies in accounts receivable necessitated price adjustments.
- Legal Action: BWM sought to convert the application into an action and consolidate it with another ongoing case involving fraud and misappropriation allegations against 867.
Court's Analysis:
- Promissory Note: Typically an unconditional promise to pay, not subject to set-off.
- Contextual Reading: The promissory note, as part of the APA, required interpretation within the agreement's context, including potential price adjustments.
- Material Disputes: Evidence of unresolved factual disputes regarding accounts receivable necessitated a trial.
Decision:
- Conversion to Action: The application was converted to an action to be heard concurrently with the related case (CV-21-00660994-0000) to resolve all issues comprehensively.
Costs: Submissions on costs allowed if parties cannot agree.
The document does not specify a definitive successful party or a monetary award.
