Key Issue: Dispute over the interpretation of indemnification and escrow provisions in an Asset Purchase Agreement (APA).

Key Facts:

• The APA and related Escrow Agreement defined procedures for indemnification claims.
• Indemnity claims required compliance with specific delivery methods for notice (email or courier under the Escrow Agreement).
• Baylin delivered a significant claim via registered mail, not listed as valid under the Escrow Agreement.
• SpaceBridge objected to the claim but failed to submit the required Objection Certificate on time due to its agent's delay.

Procedural History:

• SpaceBridge sought return of the indemnity payment, arguing Baylin’s claim was invalid due to improper delivery.
• The trial judge ruled in SpaceBridge's favor, finding registered mail was not valid under the Escrow Agreement.

Appeal Issues:

1. Statute of Limitations:
   • Did the amendment to SpaceBridge's application (arguing improper delivery) contravene the Limitations Act?
   • The Court held the amendment was not barred because it presented a new legal argument based on existing facts.
2. Estoppel:
   • Could SpaceBridge argue improper delivery after initially implying otherwise?
   • The Court found no unequivocal admission or detrimental reliance to support estoppel.
3. Contractual Interpretation:
   • Was registered mail a valid delivery method under the Escrow Agreement?
   • The Court agreed with the trial judge that the omission of registered mail was intentional and excluded it as valid.

Outcome:

• The appeal was dismissed.
• Baylin was ordered to repay the disputed amount to escrow.
• Costs of $20,000 were awarded to SpaceBridge.