Arshad et al. v. Kandouli et al.,

• Judge: Prowse
• Neutral Citation: 2015 ABQB 187
• Subject Matter: PRACTICE,FRAUD AND MISREPRESENTATION,CONTRACTS
• Citation: (2015), 615 A.R. 34 (QBM),2015 ABQB 187,615 AR 34,(2015), 615 AR 34 (QBM),615 A.R. 34
• Date: 06 February 2015
• Court: Court of Queen's Bench of Alberta (Canada)

Arshad v. Kandouli (2015), 615 A.R. 34 (QBM)

MLB headnote and full text

Temp. Cite: [2015] A.R. TBEd. MR.165

Zulfi Arshad and Usman Sultan (plaintiffs/defendants by counterclaim) v. Khalid Kandouli and Imene Trimeche (defendants/plaintiffs by counterclaim)

(1401 10919; 2015 ABQB 187)

Indexed As: Arshad et al. v. Kandouli et al.

Alberta Court of Queen's Bench

Judicial District of Calgary

Prowse, Master

March 19, 2015.

Summary:

The plaintiffs (purchasers) purchased the shares of a dollar store from the defendants (vendors). The purchasers sued the vendors, claiming that they were induced to enter into the purchase by fraudulent misrepresentations by the vendors as to the historical gross sales revenues of the dollar store. The vendors filed a defence and counterclaimed for the balance owing on the purchase price. The vendors moved for summary judgment on the counterclaim, arguing that the purchasers were barred by an entire agreement clause in the sale agreement from raising a fraudulent misrepresentation claim against the vendors.

A Master of the Alberta Court of Queen's Bench, dismissed the summary judgment application. The purchasers were not prevented by the entire agreement clause in question from asserting fraudulent misrepresentation as a defence to the counterclaim.

Contracts - Topic 2116

Terms - Express terms - "Entire agreement" or "four corners" clause - See paragraphs 21 to 29.

Fraud and Misrepresentation - Topic 2824

Misrepresentation - Defences - Agreement excluding liability - See paragraphs 21 to 29.

Practice - Topic 5702

Judgments and orders - Summary judgments - Jurisdiction or when available or when appropriate - See paragraphs 21 to 29.

Counsel:

Christopher P. Rappel (Hoffman Dorchik LLP), for the plaintiffs/defendants by counterclaim;

Peter R.S. Leveque (Miles Davison LLP), for the defendants/plaintiffs by counterclaim.

This application was heard in Calgary, Alberta, in chambers, on February 6, 2015, before Prowse, Master, of the Alberta Court of Queen's Bench, who delivered the following decision on March 19, 2015.