Summary
41335
Alexandre Pavlov, et al. v. James Edwards, et al.
(British Columbia) (Civil) (By Leave)
Keywords
Civil Procedure — Motion for summary judgment granted — Whether the lower courts erred in law — Whether the lower courts erred in interpreting the agreements in a commercial transaction
Summary
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The matter arose out of a transaction by which the respondents sold the shares of Spektrum Glasses Ltd to 12114089 Canada Inc (“121”). The applicant, Mr. Pavlov, was the principal and sole director of 121, which was amalgamated into Spektrum Glasses Ltd once the transaction closed. The Share Purchase Agreement (“SPA”), executed on July 20, 2020, provided for a total purchase price of $3,594,519.80 (all contractual amounts are stated in United States dollars). The purchase price included a vendor take-back loan (VTB). With respect to the VTB of $762,397.65, the SPA required 121 to sign a promissory note, and further required Mr. Pavlov, as principal of 121, to sign a personal guarantee for 50% of the VTB. The respondents’ motion for summary judgment was granted and Mr. Pavlov’s cross-application was dismissed. Mr. Pavlov was found liable up to the amount of his guarantee, which secured a part of a vendor take-back loan in a commercial transaction. It was on that guarantee that Mr. Pavlov was found liable to pay the respondents $381,198.83. The judge also found Spektrum liable on its promissory note in the full amount of the VTB. The Court of Appeal dismissed Mr. Pavlov’s appeal.
Lower Court Rulings
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