Key Facts:
Clarkdale Motors Ltd. sued The Dilawri Automotive Group for breach of contract arising from a Letter of Intent (LOI) related to the sale of Clarkdale’s Volkswagen dealership. The LOI required deposits totaling $500,000, with specific conditions tied to due diligence and Volkswagen Canada’s approval.

Legal Issues:
The court addressed whether the LOI was a binding agreement, if the due diligence condition was waived or satisfied, and whether written notice of satisfaction was required within 45 days. The court also examined whether principles of waiver or estoppel barred Dilawri from relying on certain terms and whether implied terms could be read into the LOI.

Court Findings:
The court held that the LOI was binding in some respects, particularly regarding exclusivity, confidentiality, and deposit provisions. It found that the due diligence condition had been satisfied, and Dilawri was estopped from insisting on strict compliance with the notice requirement. However, the court rejected Clarkdale's claim for the second deposit.

Costs and Award:
The court awarded $250,000 to Clarkdale Motors Ltd. for the non-refundable first deposit. Clarkdale’s claim for an additional $250,000 was dismissed. Costs were awarded to Clarkdale at Scale B.