How have the courts interpreted the terms of a Share Purchase Agreement in relation to Inko?

British Columbia, Canada


The following excerpt is from Khajavi v. Eghtesadi, 2016 BCSC 1127 (CanLII):

When read as a whole, the parties’ intentions can be given legal effect by concluding that the plaintiff became the beneficial owner of 10% of Inko’s shares. Effectively, the defendant held 10% of the shares in trust for the plaintiff. This is consistent with the omission of Inko as a party and with the parties’ subsequent conduct. While this construction is inconsistent with much of the agreement, much of the agreement is also legally meaningless. Uncertain or meaningless terms that are not an essential part of the agreement may be severed (Hole v. Hole, 2016 ABCA 34 at para. 49). If read as a share purchase agreement, many of the uncertain or meaningless terms, for example clause 1, “Purchase and Sale of Assets”, become non-essential.

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