Konicek v. Vantown Infrastructure Invesco Inc.
 With respect to whether he had discussions with his wife prior to the
execution of the documents, Mr. Leung at trial denied he had any discussions about
the guarantees and mortgage granted over their home. The documentary evidence
produced from that time frame, including many email, contradicts Mr. Leung’s
testimony at trial. I do not accept Mr. Leung’s testimony in this respect as credible.
Did the plaintiffs breach the SPA and its associated agreements?
 The SPA contains the following clauses, which are relevant to the issues
raised in this litigation:
1.6 Entire Agreement
This Agreement and the agreements entered into between the Parties and
delivered in connection with Closing constitute the entire agreement between
the Parties with respect to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether written
or oral. There are no conditions, covenants, agreements, representations,
warranties or other provisions, express or implied, collateral, statutory or
otherwise, relating to the subject matter hereof except as herein provided.
3.32 No Changes
Except as set out in Schedule 3.32 and Schedule 3.37 (and, as contemplated
herein, RSK is proposing to enter into the RSK Guarantee and RSK
Mortgage, and, as contemplated in Section 2.4(e), RSK may declare and pay
dividends, or repay loans owed to the Vendors), since the Interim Statement
Date, the Business, as conducted by RSK, has been carried on only in the
ordinary and normal course consistent with past practice and there has not
(a) any material adverse change in the condition (financial or otherwise),
assets, liabilities, operations, earnings or Business of RSK;
. . .
3.37 Customers and Suppliers
(a) Schedule 3.37 sets out all customers of RSK since March 31, 2014 which
have purchased $25,000 goods or services from RSK and, except as
disclosed in Schedule [3.37], since March 31, 2014:
(i) there has not been any material change in the business
relationship between any such customer and RSK and to the
knowledge of the Vendors no such customer intends to materially
change its business relationship with RSK;
(ii) there have been no material disputes between RSK and any such
customer; nor is RSK involved in any material disputes with other
customers which would reasonably be expected to be material; to the
knowledge of the Vendors there are no disputes between RSK any