Stunning tour de force by Woods

Soft Informatique Inc.v. Gestion Gérald Bluteau Inc., 2014 QCCA 2330
In this matter, we acted for the Appellant Soft Informatique Inc. who had commenced a claim in damages and reduction of the purchase price following misrepresentations made by the other party, the seller, in the course of the sale of a company.  In first instance, when our client was represented by another firm, our client’s claim in damages was entirely dismissed with costs and our client was condemned to pay the balance of the purchase price in the amount of $1,000,000 plus damages in the amount of $180,000 for wrongful termination.  In addition, the Superior Court ordered the provisional execution notwithstanding appeal of a substantial portion of the balance of the purchase price.
In appeal, highlighting numerous manifest and overriding errors in the first judge’s appreciation of the facts, our firm was successful in quashing the entire condemnation pronounced against our client, in addition to obtaining an award of approximately 955 000 $ in capital, plus interests, as damages and reduction of the purchase price following the misrepresentations made by the vendor during the discussions having led to the acquisition of Soft Informatique Inc. by our client’s present shareholders.
The Court of Appeal also annulled the provisional execution notwithstanding appeal which had been ordered by the first judge and ordered the vendor to reimburse our client for the sum it had received, plus interests.
This judgment is likely to become part of the jurisprudence with regards to the interpretation of: Article 1407 of the Civil Code of Quebec, the vendor’s duty of information in the course of the sale of a company, and the rules applicable to conventional compensation.
The Court of Appeal judgment is available, in French, on the following link:  http://citoyens.soquij.qc.ca/php/decision.php?ID=DDD5489A126855118642C66DB173E8CD