The Superior Court of Québec Enforces the Terms of a Non-Binding Letter of Intent Despite the Existence of a Definitive Agreement
Date:
January 15 2010
A recent judgment of the Superior Court of Québec, Ihag-Holding, a.g. v. Intrawest Corporation enforced the terms of a letter of intent which contradicted the terms of the definitive agreement executed by the parties. By rendering this decision, despite there being a "Complete Agreement" clause in the definitive agreement, the Court emphasizes the limitations of such clauses and the important role of the "non-binding" letter of intent in the context of a transaction. Although this judgment is on appeal, legal advisors and business people should have this decision in mind when they draft and execute a non-binding letter of intent or when they subsequently draft or execute a Complete Agreement containing a Complete Agreement clause.
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