The plaintiff, 2511899 Ontario Inc., agreed to purchase a gas station from the defendants, 2221465 Ontario Inc. (Seller), whose principals are Alex and Gil Shcolyar.
The Agreement of Purchase and Sale (APS) was for $3,500,000 with a closing date initially set for September 30, 2016, later extended to October 30, 2016.
The APS included a Vendor Take-Back Mortgage (VTB) for $2,800,000 after a $700,000 down payment by the buyer.
Disputes arose over the financing and the second deposit of $100,000, leading to the transaction's failure to close.
Key Points:
Financing and Deposits:
Seller was to arrange the remaining financing through third-party mortgages and VTB.
Dispute over a second deposit of $100,000 which the Plaintiff claims the Seller refused.
Non-Closing:
Neither party closed the transaction on October 30, 2016. The Plaintiff did not tender payment, and the Defendant did not arrange the agreed financing.
Defendant sold the property to a new buyer on January 20, 2017.
Legal Arguments:
Plaintiff claimed breach of APS due to Seller's failure to arrange financing and attempted to repudiate the APS.
Defendant claimed Plaintiff's failure to close and remit the second deposit justified repudiation.
Court Findings:
Breach of APS: The Seller was found in breach for not arranging the necessary financing.
No Damages Proven: The Plaintiff failed to prove damages as they did not provide sufficient evidence on the value of the lost opportunity.
Costs: No costs awarded to either party due to both parties' roles in the dispute.
Conclusion:
Plaintiff entitled to damages for breach, but none proven.
Parties to bear their own costs. No amount specified.
