This executive guide breaks down representations and warranties in Ontario share purchase agreements. You will learn what these promises mean, why they protect buyers from hidden debts and lawsuits, and how sellers use tools like knowledge qualifiers, materiality thresholds, survival periods, and indemnification caps to limit exposure. The guide covers Ontario-specific rules under the OBCA, how courts interpret MAC clauses narrowly, the difference between share and asset purchases, and the growing role of representation and warranty insurance. With plain language and recent case law, this is a practical resource for any business executive navigating an SPA.
Introduction:
When you buy shares, you are not just buying a piece of paper. You are buying the entire company, including its debts, lawsuits, and contracts. Unlike buying just a building or a machine in an asset deal, a share purchase makes you responsible for everything the business has done. The most important section of your Share Purchase Agreement is the representations and warranties clause. Think of it as the seller’s promise that the company is healthy. For example, the seller promises there are no hidden tax bills or pending lawsuits. This blog explains what these promises mean, why they protect you, how to negotiate them, and what is different under Ontario law. Whether you are a buyer or a seller, understanding this clause can save you millions.
Also Read: Master Service Agreement (MSA) vs Statement of Work (SOW): A Guide for Ontario Businesses
What Are Representations and Warranties in a Share Purchase Agreement?
When you sign a share purchase agreement, you will encounter a long list of statements called “representations and warranties.” But what exactly are they, and why do they matter?
A representation is a statement of fact that the seller asserts to be true at the time the agreement is signed. Think of it as the seller saying, “Here is the truth about the company.” A warranty takes this one step further; it is a guarantee. If that statement turns out to be false, the seller must compensate the buyer for any resulting losses. The Ontario Court of Appeal made this distinction clear in Boliden Mineral AB v FQM Kevitsa Sweden Holdings AB, 2023 ONCA 1051. The Court held that a representation confirming a state of affairs (such as “all tax returns are complete”) is breached if that state of affairs did not actually exist, regardless of what the seller believed.
Who gives these promises? The seller provides extensive representations covering ownership of shares, financial statements, tax compliance, litigation, and more. The buyer typically gives narrower representations, usually confirming its authority to complete the transaction. This imbalance is intentional; the seller knows far more about the target company, so the buyer uses representations and warranties to level the playing field.
The practical distinction between the two matters in how you seek a remedy. A breach of warranty triggers an indemnification claim under the agreement. A misrepresentation, however, may allow the buyer to rescind the contract entirely or pursue tort claims; though entire agreement clauses often limit such remedies, as the Ontario Court of Appeal reaffirmed in 10443204 Canada Inc v 2701835 Ontario Inc, 2022 ONCA 7452, which confirmed that a full agreement clause does not block claims for fraud.
Why do both sides care so much about these provisions? For the buyer, representations and warranties provide confidence to conduct due diligence and proceed with the transaction. For the seller, they define the boundaries of post-closing liability. It is a tool for allocating risk, not a substitute for doing your own homework. ‘
Also Read: How to Write a Share Purchase Agreement in Ontario: A Complete Guide.
Why Representations and Warranties Matter? A Question of Business Risk
For a buyer, representations and warranties are your shield against nasty surprises. Imagine closing a deal only to discover the target company owes millions in unpaid taxes. Without strong promises from the seller, you inherit that liability. The Ontario Court of Appeal confirmed this in Boliden Mineral AB v FQM Kevitsa Sweden Holdings AB, 2023 ONCA 105, where a buyer successfully recovered losses from a seller who made inaccurate tax representations. Representations and warranties also protect you from undisclosed lawsuits, environmental issues, or non‑compliant contracts. They give you legal recourse after closing.
For a seller, these provisions define how much risk you carry after the sale. You want to keep the purchase price while limiting future liability. That is why sellers negotiate knowledge qualifiers, materiality thresholds, indemnification baskets, and liability caps. These tools create financial certainty. The case of Bhatnagar v Cresco Labs Inc, 2022 ONSC 17453, highlights how disputes over post‑closing payments can arise when these provisions are not clear.
The core business purpose is simple: upfront confidence and backend protection. A well‑drafted agreement gives both parties clarity and reduces the chance of costly disputes later.
What Common Representations and Warranties Should You Expect in a Share Purchase Agreement?
Every share purchase agreement follows a familiar pattern. The seller gives two categories of promises. The first are fundamental warranties that go to the heart of the deal. These include that the seller actually owns the shares, has legal authority to sell them, and the transaction does not violate any law or contract. Ontario courts treat these as foundational. A breach of these core promises can unravel the entire transaction.
The second category is business warranties. These cover the day to day operations of the company. The seller promises that financial statements are accurate, taxes are paid, no major lawsuits are pending, contracts are valid, intellectual property is properly owned, and the business follows all laws. In Merkur v. Devidal, 2024 ONSC 28984, the buyer claimed the seller made false promises about obtaining necessary regulatory certifications before the share purchase. In Henderson v. Risi, 2013 ONSC 815, the buyer alleged the seller made material misrepresentations during negotiations and claimed indemnification under the SPA after discovering problems.
Then there are disclosure schedules. These are attached lists where the seller notes exceptions to what was promised. For buyers, read these schedules carefully; they define what the seller is not guaranteeing. Sellers must list every known issue here to avoid being in breach. In Ontario, courts will enforce the agreement as written. The case of Ali v. Patel, 2024 ONSC 35056, showed that adding an unsigned schedule without mutual agreement can undermine a binding contract. A schedule quietly added after the fact without acceptance may not bind the other party.
How Do Buyers and Sellers Negotiate Representations and Warranties?
Imagine you are buying a business. The seller knows every problem hidden in the company’s operations. You know almost nothing beyond what they show you. That imbalance is the starting point of every negotiation. Representations and warranties are your main tool to level the playing field as a buyer. For sellers, they are the battleground where you try to limit how much you remain on the hook after the deal closes.
What Sellers Use to Limit Their Exposure?
1. Knowledge qualifiers: A seller will want to limit warranties to only what they actually know, not what they should have known. Typical SPA language might say the seller has no knowledge of any litigation threatening the company. If a lawsuit was buried in an old file the seller never saw, the buyer cannot claim a breach. Sellers often define knowledge by referring to specific officers. Buyers push to expand that definition to capture knowledge throughout the entire organization.
2. Materiality qualifiers: A seller will add phrases like to the best of my knowledge or in all material respects. That means a minor misstatement with no real impact gives the buyer no claim. These qualifiers seem harmless but can effectively neuter a warranty. Buyers must push to remove these qualifiers when calculating indemnification claims.
3. Material adverse change clauses: A MAC clause allows the buyer to walk away if something significant damages the target business between signing and closing. This sounds like good protection. The reality is different. Ontario courts interpret MAC clauses narrowly and impose a very high evidentiary threshold. The seller’s reputation and financial track record matter in the analysis. In Fairstone Financial Holdings Inc. v Duo Bank of Canada, 2020 ONSC 73977, the buyer tried to invoke a material adverse event clause to avoid closing a share purchase when COVID-19 hit. The Ontario Superior Court rejected the claim, holding that the pandemic did not constitute a material adverse event under the clause and enforcing the closing. The lesson is clear for buyers. Do not rely on a standard MAC clause as an exit. It must be carefully drafted with specific carve outs and objective triggers. For sellers, vague language is dangerous.
4. Survival periods: Nobody wants unlimited liability forever. Warranties survive for a defined period after closing, typically eighteen to twenty four months for business warranties. Tax warranties often run longer, up to seven years, matching the Canada Revenue Agency’s reassessment period. Fundamental warranties such as title to shares survive much longer, sometimes indefinitely. Sellers push for shorter survival times. Buyers push for longer windows to discover hidden problems.
5. Indemnification caps and baskets: No seller will write a blank cheque. The indemnification cap is the maximum amount the seller will pay for warranty breaches. For business warranties, this is typically fifty to seventy five percent of the purchase price. Fundamental warranties are often capped at the full purchase price or not capped at all.
The basket is the dollar threshold that filters out small nuisance claims. Two types exist: A first dollar basket means once losses exceed the threshold, the seller pays from the first dollar. A deductible basket means the seller only pays amounts above the threshold. Under the Limitations Act, 2002, there is a fifteen year ultimate limitation period from the date of the act or omission, no matter what language appears in the contract.
What Buyers Use to Expand Protection? If sellers push to narrow liability, buyers push in the opposite direction. Push for representations to be unqualified by knowledge or materiality whenever possible. Negotiate a materiality scrape provision that removes those qualifiers from indemnification calculations. Seek extended survival periods for tax, environmental, and fundamental warranties. Negotiate lower basket thresholds and higher liability caps. Always include a fraud carve out. A seller who intentionally lies should not benefit from caps or baskets. The Ontario Court of Appeal in 2701835 Ontario Inc., 2022 ONCA 7458, confirmed that an entire agreement clause will not preclude a defence of fraudulent misrepresentation.
6. Pre-Closing Covenants: Between signing and closing, the buyer wants the target business to stay exactly as it was. The seller covenants to operate in the ordinary course, not to sell major assets, declare dividends, or take on new debt without the buyer’s consent. These interim period protections ensure nothing changes before you take ownership.
The most heavily litigated earn out provisions in Ontario involve acceleration clauses that trigger immediate payment of the total potential earn out in certain circumstances. In Project Freeway Inc v ABC Technologies Inc., 2025 ONSC 10489, the Ontario Superior Court had to interpret whether an acceleration event had been triggered under the SPA, and the Court of Appeal in the resulting decision confirmed that the knowledge of certain individuals could be considered in assessing those triggers. Earn outs are designed to bridge valuation gaps but have become one of the most common sources of post closing disputes. For buyers, ensure your reps and warranties cover the integrity of the earn out metrics. Every word in these clauses has been argued in an Ontario courtroom. Do not accept boilerplate language. Know what you are signing and what it means when things go wrong.
What Happens When a Representation or Warranty Is Breached?
Breach of a representation or warranty triggers a defined legal pathway. The Ontario Court of Appeal has clarified that a representation confirming a state of affairs; unlike a statement of belief; is breached if that state of affairs does not actually exist, regardless of the seller’s intentions (Boliden Mineral AB v FQM Kevitsa Sweden Holdings AB, 2023 ONCA 105).
The Contractual Roadmap for Breach Claims:
Once a representation or warranty is proven inaccurate, the buyer suffers a loss, and that loss is causally connected to the breach, the buyer may bring a claim under the SPA. In SpaceBridge Inc v Baylin Technologies Inc, 2024 ONCA 87110, the Court of Appeal affirmed strict enforcement of indemnification notice provisions. A written indemnification claim delivered by overnight courier rather than the required method of delivery was deemed invalid. The claimant was ordered to return over $1.8 million plus interest, a warning that strict compliance with notice requirements is mandatory.
Indemnification as the Primary Remedy:
Most SPAs designate indemnification as the sole and exclusive remedy for breaches of representations and warranties, excluding fraud. In Boliden, the Court of Appeal confirmed that the general indemnity provision required the seller to indemnify the buyer for any losses arising from a breach or inaccuracy of representations and warranties. The term losses was defined to include consequential or indirect loss to the extent it is a reasonably foreseeable consequence of the breach. The Court applied the reasonable foreseeability test without considering whether the breach was likely, focusing instead on whether the losses were reasonably foreseeable if the breach did occur.
Closing Conditions as Preventative Protection:
A buyer’s obligation to close is typically conditioned on the accuracy of the seller’s representations and warranties as of closing (Fairstone Financial Holdings Inc v Duo Bank of Canada, 2020 ONSC 7397). If a breach occurs and is not waived, the buyer may terminate the agreement and walk away. In Fairstone, the buyer attempted to invoke a material adverse change clause to avoid closing when COVID-19 hit. The Ontario Superior Court rejected the claim, holding that the pandemic did not constitute a material adverse effect under the clause and enforced the closing. The lesson is clear: a MAC clause is not an automatic exit.
General Damages Versus Indemnification:
Without specific indemnification provisions, a buyer must rely on common law remedies for misrepresentation, which are less predictable and often unavailable after closing.
The Interaction with Survival Periods:
Indemnification claims must be brought within the agreed survival period; otherwise, the claim is time-barred. Under Ontario’s Limitations Act, 2002, s. 4, most breach of contract claims must be brought within two years of when the claimant knew or ought to have known about the breach. However, contractual survival periods can be shorter than statutory limitation periods; the enforceability of such provisions remains an open legal question, as noted by Canadian courts. An exception exists for fraud and intentional misrepresentation. The Ontario Court of Appeal has held that an entire agreement clause does not preclude a defence of fraudulent misrepresentation (10443204 Canada Inc v 2701835 Ontario Inc, 2022 ONCA 745). If a seller intentionally lies, contractual caps and baskets will not shield them. A buyer may also have a parallel claim under the tort of deceit, giving rise to distinct remedies including rescission.
Representations and Warranties in Ontario Share Purchases- What’s Different?
The Legislative Framework – How Does the Ontario Business Corporations Act Shape Your Share Purchase?
Share purchases of Ontario‑incorporated companies are governed by the Ontario Business Corporations Act, R.S.O. 1990, c. B.16. The OBCA provides significant flexibility in structuring shareholder agreements but also imposes mandatory requirements that directly affect SPAs, including share transfers, board and shareholder approvals, dissent and appraisal rights, and post‑closing minute book updates.
For example, Section 184 of the OBCA grants dissenting shareholders the right to require the corporation to purchase their shares at fair value when fundamental changes are proposed. Sophisticated SPAs often contain express waivers of these statutory dissent rights. As one Ontario court observed, contracting parties may waive their statutory dissent rights under the OBCA, but those rights are not standalone, and waiver provisions must be carefully drafted.
While SPAs are structured similarly across Canadian provinces, OBCA‑specific requirements affect transaction mechanics in ways that are not present under other corporate statutes. Ontario also has unique land transfer tax considerations. In a share purchase, the buyer does not pay land transfer tax on the underlying real property because title remains with the target corporation. However, if the target corporation’s assets consist primarily of land, and the buyer acquires more than 90% of its shares, Ontario’s Land Transfer Tax Act may impose tax. In OPTrust Amaranth 1 Inc. v Ontario (Finance), 2016 ONSC 364811, the Ontario Superior Court addressed the complex intersection between share purchases and land transfer tax assessments, holding that the taxing statute must be interpreted in the context of detailed commercial arrangements.
Canadian Judicial Treatment of Reps, Warranties, and MAC Clauses – How Do Ontario Courts Interpret These Provisions?
Ontario courts have consistently given effect to survival of representation and warranty provisions, particularly where the parties are sophisticated and have negotiated at arm’s length . The presumptive rule in Ontario under the Limitations Act, 2002 is that a party must bring a claim within two years of discovering the claim. However, parties to a business agreement can contract out of the default two‑year period, subject to the ultimate limitation period of 15 years from the date the act or omission took place . No contractual language can extend liability beyond that 15‑year absolute bar.
Regarding MAC clauses, Ontario courts interpret them narrowly, following the Delaware trend. In Fairstone Financial Holdings Inc. v. Duo Bank of Canada, 2020 ONSC 7397, a buyer attempted to invoke a material adverse event clause to avoid closing a $1.4 billion share purchase when the COVID‑19 pandemic hit. The Ontario Superior Court rejected the argument and ordered specific performance. Justice Koehnen found that, although a material adverse effect did occur as a result of the pandemic, three carve‑outs in the clause; excluding effects caused by worldwide emergencies, changes in markets or industries, and failure to meet internal projections; took the buyer’s complaints outside the scope of the clause . The court held that MAC/MAE clauses will be interpreted narrowly in Canada, following the trend in Delaware case law . The practical takeaway is unambiguous: a buyer cannot rely on poorly drafted MAC language to avoid closing when the underlying breach is not sufficiently material; the clause must be drafted with precision, clear triggers, and objective standards.
Share Purchase vs. Asset Purchase – Why Does the Transaction Structure Matter for Reps and Warranties?
In a share purchase, the buyer acquires the entire corporation, including all assets, liabilities, contracts, and legal obligations. Representations and warranties must cover the whole entity. In an asset purchase, the buyer picks specific assets and leaves unwanted liabilities behind; representations and warranties are correspondingly more targeted. Sellers typically prefer share sales to access capital gains treatment and potential eligibility for the Lifetime Capital Gains Exemption on Qualified Small Business Corporation shares. Buyers typically prefer asset sales to avoid inheriting unknown liabilities and to obtain new capital cost allowance deductions.
The tax consequences of mischaracterizing a transaction can be severe. In Di Battista v. 874687 Ontario Inc., 2005 CanLII 51220 (ON SC)12, the applicants sought rectification of share purchase agreements because the agreements as drafted did not give effect to the parties’ intention to minimize tax liability. The Ontario Superior Court granted rectification, holding that once the court is satisfied the true agreement between the parties is frustrated, rectification may be permitted to reflect the transaction as intended . This case illustrates that poor drafting of an SPA can create unintended tax liabilities, and rectification is an equitable remedy that is not always guaranteed.
Also Read: Asset Purchase vs Share Purchase: A Comprehensive Analysis
Earn-Out Provisions – What Makes Them a Common Source of Post‑Transaction Disputes?
Earn‑outs are contingent consideration mechanisms used to bridge valuation gaps. A portion of the purchase price is deferred and tied to future performance metrics such as revenue, EBITDA, or customer retention. While earn‑outs attempt to align interests, they are one of the most frequently litigated provisions in Ontario share purchases. In Project Freeway Inc v. ABC Technologies Inc., 2025 ONSC 1048, the Ontario Superior Court (Commercial List) considered an earn‑out acceleration clause triggered when the purchaser “sells, transfers or licenses a material portion of the assets of the Business”.
After closing, the purchaser entered into sale‑leaseback transactions with real property and started factoring receivables, each significant in size. The vendor argued these transactions triggered acceleration of the full earn‑out, valued at US$26.4 million. The court found the term “material portion” ambiguous, read it in the context of the factual matrix and commercial purpose, and concluded it referred to the portion that impacted earn‑out payments. The court held that it made no commercial sense to accelerate tens of millions in earn‑out payments in response to transactions that had no effect on the target companies’ ability to hit the contribution margin targets . The Ontario Court of Appeal upheld the trial judge’s interpretation, affirming that courts focus on enforcing the agreement as written and limiting implied terms .
The lesson for buyers is clear: ensure reps and warranties cover the integrity of the earn‑out metrics and the seller’s obligations not to undermine performance targets. The lesson for sellers is equally clear: ambiguous drafting leads to expensive litigation.
Regulatory Considerations – When Is Additional Approval Required?
Competition Act (Canada): Part IX of the Competition Act establishes the framework for pre‑merger notification. For share acquisitions, pre‑merger notification is required only if both the transaction‑size and party‑size thresholds are met and the acquisition results in the acquirer crossing specified voting‑share thresholds. As of 2026, the size‑of‑transaction threshold is C$93 million, and the size‑of‑party thresholds require assets in Canada or annual gross revenues from sales in, from or into Canada exceeding C$400 million .The Competition Bureau has the authority to review and challenge any merger that substantially lessens or prevents competition .
Investment Canada Act: For share purchases involving non‑Canadian acquirors, the Investment Canada Act imposes additional review requirements. An acquisition of control of a Canadian business by a non‑Canadian investor is reviewable if it exceeds prescribed financial thresholds. The government may block proposed foreign investments, allow them to proceed with conditions, or order divestiture if an investment has already been made. If a transaction is reviewable, the foreign investor must prove to the Canadian government that the transaction is of net benefit to Canada .
Industry‑specific regulations: Financial services, telecommunications, energy, and transportation sectors have additional approval requirements under federal or provincial regulatory regimes.
The Role of Representation and Warranty Insurance – How Does W&I Insurance Protect Both Sides?
Representation and warranty insurance is increasingly used in Canadian M&A transactions as a risk‑allocation tool. An insurer underwrites the seller’s reps and warranties, and the buyer makes claims directly against the policy rather than pursuing the seller. For sellers, W&I insurance allows for a clean break, reducing or eliminating indemnification holdbacks and caps. For buyers, it provides enhanced recourse without needing to chase the seller post‑closing.
The interpretation of representation and indemnity provisions in an SPA is central to W&I coverage analysis. In Boliden Mineral AB v FQM Kevitsa Sweden Holdings AB, 2023 ONCA 105, the Ontario Court of Appeal interpreted representation and indemnity provisions in an SPA with direct implications for RWI. The court held that representations confirming a state of affairs are breached if that state of affairs does not exist, regardless of the seller’s belief. The court also specified that consequential and indirect losses are indemnifiable to the extent they are a reasonably foreseeable consequence of the breach, applying the reasonable foreseeability test without considering whether the breach was likely or unlikely. The Boliden decision provides essential guidance for structuring RWI policies and assessing coverage triggers.
Canadian M&A practitioners are increasingly using representation and warranty insurance as a competitive tool in deal negotiations, providing coverage for breaches of a seller’s representations and warranties . For both buyers and sellers, RWI is a sophisticated tool that requires careful policy drafting and coordination with the SPA’s indemnification provisions. Several Toronto‑based M&A lawyers lead active W&I insurance practices in the Canadian market, and early consultation with counsel experienced in RWI is strongly recommended.
Practical Guidance for Ontario Business Executives – How Do You Get Your Share Purchase Agreement Right?
Skipping legal advice on a share purchase is like buying a house without an inspection. You might inherit hidden debts, lawsuits, or tax liabilities that wipe out your investment. An experienced Ontario M&A lawyer ensures compliance with the Ontario Business Corporations Act, manages share certificates and board resolutions, and negotiates fair terms.
Before negotiating, decide whether a share purchase or asset purchase makes more sense for your tax and liability situation. Conduct thorough due diligence. Draft a non-binding Letter of Intent to align expectations. Then engage an Ontario corporate lawyer before signing anything.
Look for a lawyer or law firm with private company M&A experience, a solid understanding of the Ontario Business Corporations Act, and familiarity with cross-border issues if your transaction involves parties outside Canada. Firms based in Toronto and the GTA with established M&A practices are well-positioned to provide guidance. Pacific Legal can assist clients in navigating the legal complexities of share purchase agreements, including drafting, reviewing, and negotiating representations and warranties tailored to Ontario-specific requirements. Our team works with both buyers and sellers to help achieve clear, enforceable agreements that reflect the parties’ commercial intentions.
Watch for red flags: sellers asking for no knowledge qualifiers or unlimited survival periods; buyers refusing any reps at all. After closing, update minute books, track survival periods for indemnification claims, and plan your integration carefully. A well-executed SPA protects your investment long after the deal is signed.
Conclusion:
Representations and warranties are the backbone of every share purchase agreement. They protect buyers from hidden risks and give sellers clear boundaries on post-closing liability. Understanding how knowledge qualifiers, materiality thresholds, survival periods, caps, and baskets work can save you from costly disputes. In Ontario, the OBCA adds specific requirements that demand careful attention. Whether you are buying or selling, a well-drafted SPA with clearly negotiated reps and warranties is not a luxury; it is a necessity. Always consult qualified legal counsel before signing. A few extra hours of preparation now can prevent years of litigation later.
FAQs:
Can representation and warranty insurance replace seller indemnification?
Yes. Representation and warranty insurance (RWI) is a policy, typically obtained by the buyer, that covers losses from unintentional breaches of the seller’s reps and warranties. It can replace or sit alongside traditional seller indemnification, allowing sellers a cleaner exit while giving buyers recourse directly against the insurer instead of chasing the seller post-closing.
Can a buyer terminate a deal using a material adverse change clause?
Ontario courts interpret MAC clauses very narrowly. In Fairstone Financial v. Duo Bank (2020 ONSC 7397), the court rejected a buyer’s attempt to invoke a MAC clause due to COVID-19, enforcing the closing instead. A MAC clause is not a routine exit; specific carve-outs and objective triggers are essential.
What happens if a warranty breach is discovered after the survival period expires?
If the survival period has expired and no claim was properly noticed beforehand, the buyer is generally time-barred from bringing an indemnification claim for that breach. However, fraud and intentional misrepresentation may fall outside these contractual limitations, and Ontario’s ultimate 15-year limitation period under the Limitations Act, 2002 may also apply in certain circumstances.
How does an indemnification basket work in practice?
A basket sets a dollar threshold that losses must exceed before the buyer can claim indemnification. A “deductible basket” means the seller pays only amounts above the threshold. A “tipping basket” means once the threshold is reached, the buyer recovers all losses from the first dollar. Baskets filter out small nuisance claims.
What happens if a seller fails to disclose a known issue in the disclosure schedules?
The seller may face a warranty claim for breach of representation if the undisclosed issue falls within a warranty. Conversely, proper disclosure of a matter in the schedules protects the seller from liability for that specific issue. Failure to disclose material information can also expose the seller to misrepresentation claims.
What does a “knowledge qualifier” mean in a seller’s warranty?
A knowledge qualifier (e.g., “to the seller’s actual knowledge”) limits a warranty to what the seller actually knew at signing, not what they should have known. Sellers favour this to narrow liability. Buyers should push for “knowledge scrape” provisions that impute knowledge across the seller’s entire organization for broader protection.
References:
[1] Boliden Mineral AB v. FQM Kevitsa Sweden Holdings AB, 2023 ONCA 105 (CanLII), <https://canlii.ca/t/jvkhl>, retrieved on 2026-05-06.
[2] 10443204 Canada Inc. v. 2701835 Ontario Inc., 2022 ONCA 745 (CanLII), <https://canlii.ca/t/jsr15>, retrieved on 2026-05-06.
[3] Bhatnagar v. Cresco Labs Inc., 2022 ONSC 1745 (CanLII), <https://canlii.ca/t/jnc2g>, retrieved on 2026-05-06.
[4] Merkur v. Devidal, 2024 ONSC 2898 (CanLII), <https://canlii.ca/t/k4rzx>, retrieved on 2026-05-06.
[5] Henderson v. Risi, 2013 ONSC 81 (CanLII), <https://canlii.ca/t/fwhl9>, retrieved on 2026-05-06.
[6] Ali et al. v. Patel et al., 2024 ONSC 3505 (CanLII), <https://canlii.ca/t/k5bbc>, retrieved on 2026-05-06.
[7] Fairstone Financial Holdings Inc. v. Duo Bank of Canada, 2020 ONSC 7397 (CanLII), <https://canlii.ca/t/jc1z4>, retrieved on 2026-05-06.
[8] 10443204 Canada Inc. v. 2701835 Ontario Inc., 2022 ONCA 745 (CanLII), <https://canlii.ca/t/jsr15>, retrieved on 2026-05-06.
[9] Project Freeway Inc v. ABC Technologies Inc., 2025 ONSC 1048 (CanLII), <https://canlii.ca/t/k9rkg>, retrieved on 2026-05-06.
[10] SpaceBridge Inc. v. Baylin Technologies Inc., 2024 ONCA 871 (CanLII), <https://canlii.ca/t/k87cn>, retrieved on 2026-05-06.
[11] OPTrust Amaranth 1 Inc. v Ontario (Finance), 2016 ONSC 3648 (CanLII), <https://canlii.ca/t/grxql>, retrieved on 2026-05-06.
[12] Di Battista v. 874687 Ontario Inc., 2005 CanLII 51220 (ON SC), <https://canlii.ca/t/1mrfw>, retrieved on 2026-05-06.
