ONSC Denies Claim for Acceleration of Earn-Out Payment
By EsqSocial Corporation 29/04/25
The Ontario Superior Court of Justice recently released its decision in Project Freeway Inc. v ABC Technologies Inc. (2025 ONSC 1048), addressing whether certain post-closing transactions triggered the acceleration of an earn-out under a share purchase agreement (SPA). The Court's interpretation of the SPA, including the earn-out acceleration clause and the meaning of the word "material", provides important guidance for businesses negotiating and enforcing earn-out provisions....
By: Bennett Jones LLP