Is it unreasonable for a purchaser not to sell their shares at the time they were induced into a purchase agreement?
Ontario, Canada
The following excerpt is from Kerr v. Danier Leather Inc., 2004 CanLII 8186 (ON SC):
In Peek v. Derry, supra, Cotton L.J. stated, at 593: [I]t cannot be unreasonable on the part of a purchaser not to sell. Of course if he sells and does not sell unreasonably, whatever he gets he must bring into account; but … it is not unreasonable for a purchaser not to sell so as to deprive him from getting as damages the difference between the price that he paid and what was, in fact, the actual value of the shares at the time when he was induced to purchase.
Under s. 11 of the U.S. 1933 Act it is clear that the plaintiffs must not have crystallized their loss in order to recover damages. Damages for plaintiffs who have not sold are determined by the value at the time the suit was brought. Post-suit market action is irrelevant except for plaintiffs who sold after suit and before judgment. Damages for those plaintiffs are limited to their actual loss: Beecher v. Able, supra, at 409.
"The most advanced legal research software ever built."
The above passage should not be considered legal advice. Reliable answers to complex legal questions require comprehensive research memos. To learn more visit www.alexi.com.
Other Questions
Can a mortgagee who buys land from a tax purchaser who is not a mortgagor set up as an absolute purchaser of the land as if he had purchased from a stranger? (Ontario, Canada)
Does a listing agreement supersede a commission clause in a purchase and sale agreement? (Ontario, Canada)
When a motion judge approved the sale agreement and technology license agreement and approval of the sale and sale agreement, what analysis applied? (Ontario, Canada)
What statutory declaration warrants the absolute truth of the statement and changes the warranty in the agreement of purchase and sale? (Ontario, Canada)
Is an entire agreement clause binding a party to whom the agreement was signed? (Ontario, Canada)
Can a purchaser who purchased from the person who entered into a will claim a higher position than the remainderman? (Ontario, Canada)
Does the Settlement supersede the Agreement of Purchase and Sale? (Ontario, Canada)
Can a union local commence an action for declarations that certain employment agreements and escrow agreements are void? (Ontario, Canada)
Can a vendor rely upon the annulment clause in an agreement of purchase and sale? (Ontario, Canada)
Does a manufacturer’s conduct in the course of business, in the context of an examination of a motor vehicle, constitute a duty of sale to the purchaser of the vehicle at the time of purchase? (Ontario, Canada)
