Clifton Blake agreed to loan $8,200,000 to 109 Canada, as per a commitment letter dated October 12, 2022, including a non-refundable commitment fee of $164,000.
The transaction did not close, and 109 Canada did not pay the fee.
Clifton Blake sought summary judgment for the fee, plus interest and costs.
Key Issues:
Summary Judgment: The court found the case appropriate for summary judgment as there was sufficient evidence to decide without a trial.
Entitlement to Commitment Fee: Clifton Blake was entitled to the fee since the commitment letter stated it was payable regardless of whether the loan was advanced.
Termination of Agreement: 109 Canada terminated the transaction via their lawyer Dong Liu on October 21, 2022. Clifton Blake was ready to proceed with the loan.
Liability: 109 Canada was liable for the fee. The guarantors (James Liu and associated corporations) were not liable since their guarantee was conditional on the loan being advanced.
Damages: The court calculated the fee at $162,458.03 after crediting previous deposits. This amount was subject to pre-judgment interest from October 31, 2022.
Conclusion:
Judgment was granted for Clifton Blake for $162,458.03, plus pre-judgment interest.
The action against the guarantors and the counterclaim by 109 Canada were dismissed.
Costs were to be determined if not agreed upon by the parties.
