In July 1999, the parties negotiated a contract under the first component of their relationship. On July 26, Tech submitted a purchase order for 200 units of RCA satellite systems. Tech retained the RCA goods and resold them. Tech resisted the motion on the basis that there were material facts in dispute, that it had properly pleaded defences of legal and equitable set-off and that misrepresentations by the president of MPI defeated MPI s right to judgment for breach of contract. All of these, contended Tech, established that there were genuine issues for trial.
Tech appeals the motions judge s decision.
It contends that the motions judge erred by concluding that there were no material facts in dispute, by holding that the asserted defences of legal and equitable set-off did not raise genuine issues for trial, and by not considering Tech s evidence that it tendered the cheque on the basis of MPI s misrepresentation that it would pay outstanding commissions, rebates and warranty credits then owing. In my view, the motions judge was correct to identify these as the material facts relevant to MPI s claim. The material facts relating to the cheque were those, and only those, set out by the motions judge. The disputed facts relate to Tech s arguments which are anchored in the doctrines of legal and equitable set-off. Both obligations must be debts and the debts must be mutual obligations.