Executive Summary: Key Legal and Evidentiary Issues

• Plaintiff sought enforcement of a share purchase agreement for 32 shares valued at $135,000.

• Defendant failed to pay the remaining $110,000 and claimed a verbal extension of the payment deadline.

• The court emphasized that amendments to the agreement required written consent under Article 7.3.

• Summary trial was deemed appropriate due to limited factual complexity and low financial stakes.

• Defendant’s evidence of a verbal extension lacked detail, corroboration, and contradicted written communication.

• Judgment was granted in favor of the plaintiff with an award of $110,000, interest, and costs.

Facts and outcome of the case

Background and share transaction

In this case, the plaintiff, Abhishek Tomar, and the defendant, Aditya Rajkumar Chandan, were both shareholders in 1362482 B.C. Ltd., a company operating “The Indian Club” restaurant in Surrey, British Columbia. Each of them held 32 common shares in the corporation. In late 2023, disagreements over the restaurant’s management prompted Mr. Tomar to accept Mr. Chandan’s offer to purchase his shares for $135,000. A share purchase agreement was formalized on January 18, 2024. Mr. Chandan paid a $25,000 deposit, and the balance was due by February 15, 2024, with an option for a 10-day extension if exercised in writing and if the buyer was not in default.

Dispute over completion date

Though the completion date was initially extended to February 25, 2024, and later again to May 31, 2024, Mr. Chandan did not complete the payment. He asserted that a further verbal agreement extended the deadline to March 31, 2025. However, Mr. Tomar denied any such extension beyond May 31, 2024. The central legal dispute revolved around whether the defendant could rely on this alleged oral extension, despite a clause in the agreement requiring any amendment to be made in writing.

Proceedings and summary trial analysis

The matter proceeded by way of a summary trial under Rule 9-7 of the Supreme Court Civil Rules. The court assessed whether it was just to resolve the dispute summarily. Justice Lamb concluded that it was suitable for summary determination because the case involved a small financial dispute, minimal factual complexity, and the cost of a full trial would outweigh the disputed amount. Furthermore, the credibility issues raised by the defendant could be sufficiently addressed by existing written communications and the contract itself.

Rejection of the defendant’s claims

The court rejected Mr. Chandan’s claim of a verbal extension. It emphasized the requirement in Article 7.3 of the agreement for written modifications. Moreover, the surrounding circumstances, including text messages from Mr. Chandan and his lack of corroborative evidence, undermined his credibility. The court found that Mr. Tomar remained ready and willing to complete the transaction and that Mr. Chandan’s failure to pay constituted a breach.

Judgment and remedy

Justice Lamb ordered Mr. Chandan to pay Mr. Tomar the outstanding $110,000, along with pre-judgment interest from June 1, 2024, to the date of judgment (February 27, 2025), and post-judgment interest thereafter. The court also awarded costs to Mr. Tomar. A separate claim by the plaintiff for indemnity for lost employment income was dismissed, as the share purchase agreement contained no provisions connecting the sale to his resignation or loss of employment. The judgment confirmed that only documented terms in the written contract were enforceable.