Background:

• The plaintiff, 2511899 Ontario Inc., agreed to purchase a gas station from the defendants, 2221465 Ontario Inc. (Seller), whose principals are Alex and Gil Shcolyar.
• The Agreement of Purchase and Sale (APS) was for $3,500,000 with a closing date initially set for September 30, 2016, later extended to October 30, 2016.
• The APS included a Vendor Take-Back Mortgage (VTB) for $2,800,000 after a $700,000 down payment by the buyer.
• Disputes arose over the financing and the second deposit of $100,000, leading to the transaction's failure to close.

Key Points:

• Financing and Deposits:
  • Seller was to arrange the remaining financing through third-party mortgages and VTB.
  • Dispute over a second deposit of $100,000 which the Plaintiff claims the Seller refused.
• Non-Closing:
  • Neither party closed the transaction on October 30, 2016. The Plaintiff did not tender payment, and the Defendant did not arrange the agreed financing.
  • Defendant sold the property to a new buyer on January 20, 2017.
• Legal Arguments:
  • Plaintiff claimed breach of APS due to Seller's failure to arrange financing and attempted to repudiate the APS.
  • Defendant claimed Plaintiff's failure to close and remit the second deposit justified repudiation.

Court Findings:

• Breach of APS: The Seller was found in breach for not arranging the necessary financing.
• No Damages Proven: The Plaintiff failed to prove damages as they did not provide sufficient evidence on the value of the lost opportunity.
• Costs: No costs awarded to either party due to both parties' roles in the dispute.

Conclusion:

• Plaintiff entitled to damages for breach, but none proven.
• Parties to bear their own costs. No amount specified.