Vindication for Persistent Pedants: Why Contractual Notice Provisions Deserve Careful Consideration?

In mergers and acquisitions, the devil is often in the details, and nowhere is this more evident than in the seemingly mundane "boilerplate" provisions.

The recent decision by the Ontario Superior Court of Justice in the case SpaceBridge Inc. v. Baylin Technologies Inc., 2023 ONSC 4146 [SpaceBridge] underscores the critical importance of meticulous drafting of contractual notice provisions, frequently relegated to an afterthought.

In this post, we explore, by reviewing SpaceBridge, how a few overlooked words can dramatically alter the resulting contractual obligations, in the context of indemnification claims.