Tag archives: Bhasin v. Hrynew

Part 2: Sandbagging in M&A – is silence truly golden?

By Troy Ungerman (Toronto) on November 30, 2017 Posted in M&A

Last week we provided an overview of sandbagging in M&A transactions and outlined how buyers can mitigate their risk when an anti-sandbagging clause is included in the purchase and sale agreement. In a majority of deals, however, buyers and sellers exclude a sandbagging clause altogether, likely because they are not able to find a mutually agreeable … Continue reading

Case update on the common law duty to act honestly

By Troy Ungerman (Toronto) on January 20, 2016 Posted in Corporate finance, Litigation

In 2014, the Supreme Court of Canada delivered a seminal decision, Bhasin v Hrynew (Bhasin), on common law duties of contractual performance. Earlier discussions on the case can be found here and here. In the Bhasin decision, the Court established a general obligation of good faith in the performance of contracts, and a duty of … Continue reading