Strongco Corporation v Nordstrong Equipment Limited

canada, canadian, case law, court opinion, canlii, abca, 2026abca274, 2026 abca 274 (canlii), 2026, abca, 274, (canlii), 2403-0200ac, 2026, contracts, asset purchase agreement, indemnity clauses, interpretation of indemnity provisions in sale of assets of a going concern, allocation of assumed liabilities as of the effective date and closing date, clear wording required to indemnify for own negligence, indemnity for pre, closing negligent acts rejected, appeal dismissed, contracts, contractual interpretation, indemnity for own negligence, whether canada steamship and consumers’ gas are an exhaustive and strict test, guidance applied within modern interpretation approach in sattva, tercon, and ito, int’l terminal operators, trial judge not rigidly applying a test, correct legal principles confirmed, appeal dismissed, contracts, assumed liabilities, accrual and commercial context, whether indemnity captures vendor’s pre, closing negligence where damages accrued after closing, no express reference to negligence and no necessary implication, “clean slate” interpretation accepted based on accrual “as of and from the effective date”, commercially reasonable interpretation preferred, appeal dismissed