Background:
- Purchase Agreement: In April 2017, SaltWire bought newspaper publishing assets from Transcontinental.
- Litigation: SaltWire claims misrepresentations, breaches of agreements, and unfulfilled environmental undertakings by Transcontinental, seeking damages and indemnification.
Key Points:
- SaltWire's Claims:
- Misrepresentations and breaches in the Asset Purchase and Transitional Services Agreements.
- Failure to complete environmental undertakings.
- Seeks general, special, aggravated, and punitive damages, plus indemnification and interest.
- Motion for Security for Costs:
- Rule 45.01(1): Security for costs as a remedy if the defendant faces undue difficulty realizing costs if the defense succeeds.
- Factors (Rule 45.02): Contesting the claim, difficulty in realizing costs, difficulty not due to claimant's lack of means, and fairness.
- Arguments:
- Transcontinental: SaltWire’s assets are heavily encumbered with debt, creating difficulty in satisfying a cost judgment.
- SaltWire: Claims solvency, regular revenue, and sufficient assets but lacks detailed financial evidence.
- Decision:
- Motion granted. SaltWire must post $500,000 as security for costs by April 30, 2024, to proceed with the claim.
Conclusion: SaltWire must provide security for costs to ensure Transcontinental can recover potential legal costs if they successfully defend against SaltWire’s claims.
