Case Overview:

• Dr. Paula Fisher filed for a court order requiring the referral of an earn-out calculation dispute to KPMG as per the Share Purchase Agreement (SPA) between her and NVA Queen West Management Inc. (QWM).
• The dispute stems from the sale of Fisher's majority interest in Queen West Animal Hospital to NVA, including issues related to EBITDA-based earn-out payments.

Key Legal Issues:

1. Timeliness and Specificity of Notice of Objection:

   • Dr. Fisher objected to the first earn-out statement, alleging miscalculations.
   • NVA argued the notice was deficient in detail and submitted late.
   • Court: Found that while Dr. Fisher delayed, the circumstances and eventual detailed objections sufficed under the SPA.

2. Scope of the Expedited Dispute Resolution Process:

   • NVA contended that Fisher's objections were about contractual terms, not accounting issues.
   • Court: Determined that most of the objections, including the management fee adjustments, fall under the SPA’s dispute resolution scope for EBITDA calculations.

Key Findings:

• Timeliness: Dr. Fisher’s objections, though delayed and incomplete initially, were deemed valid due to subsequent clarifications.
• Management Fees: While Fisher contested the 3% management fee, the court noted this was a contractual obligation agreed upon in the SPA. Still, other accounting adjustments could be valid.
• Dispute Referral: Court ordered the dispute to be referred to KPMG for resolution per the SPA.

Conclusion:

• The application was allowed; the dispute over the 2023 earn-out will proceed to KPMG.
• Costs: No cost orders were made as the application stemmed from Fisher’s failure to adhere strictly to the SPA.