Winking Judge Pub Ltd. is suing Donnelly Hospitality Management Ltd. after a planned sale of the long-standing bar at Burrard and Smithe in downtown Vancouver fell through when Donnelly allegedly tried to renegotiate the deal at the time it was supposed to close.
Winking Judge filed a notice of civil claim in BC Supreme Court on November 7. According to the lawsuit, the parties inked a $1.35 million business asset purchase contract in late August 2018, with conditions to be satisfied or waived by September 24, 2018, and set to close on October 31. The purchase price included a $150,000 deposit, and because “time was to be of the essence of the contract, and unless the defendant paid the balance of the purchase price on or before the completion date, the plaintiff would be entitled to terminate the contract and forfeit the deposit on account of damages,” the claim states.
The company claims Donnelly confirmed that the contract’s conditions had been satisfied or waived on September 27, but days later the defendant’s counsel sought to extend the closing date to November 1, then to November 2, and Winking Judge agreed.
But in the days leading up to the newly agreed-upon closing date, Donnelly “wrongfully purported to attempt to renegotiate and/or frustrate the contract,” the lawsuit states. The defendant allegedly wanted Winking Judge to sign “an entirely new indemnity agreement” and “prove certain facts and supply specific documentation, which were not required by the contract.”
Donnelly also allegedly required the plaintiff to “revive a prior corporate entity which had been dissolved in 2014 and enter into new commercial agreements with that company,” and refused to complete the sale while Winking Judge “was ‘ready, willing and able’ to complete the contract.”
Winking Judge Pub Ltd. seeks a declaration that the contract is terminated and forfeiture of the $150,000 deposit. The allegations have not been tested or proven in court and Donnelly Hospitality Management had not responded to the claim by press time.
