
MMiller Thomson LLPToronto, ON · October 15, 2026
Selling a business? Your indemnity clause probably doesn’t transfer pre-closing negligence
An engineering firm sold its assets through an asset purchase agreement that included a broad indemnity clause. Years later, when a grain elevator it had negligently designed before closing was found to be defective, the seller settled the claim and sought to recover from the buyer under the indemnity. In Strongco Corporation v Nordstrong Equipment...
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