Quebec court upholds $10-million settlement despite SSENSE’s undisclosed insolvency
Over two days that August, the parties exchanged emails. Dematic’s president offered $10 million in cash, a transfer of consignment parts on site, and waivers on unpaid invoices and project fees. SSENSE’s chief operating officer accepted the terms on August 27, 2025 and asked for a formal agreement to be drafted.
That same day, one of SSENSE’s lenders, the Bank of Montreal, moved to bring it under the Companies’ Creditors Arrangement Act. SSENSE filed its own CCAA application, and an initial order was issued on September 12, 2025, with Ernst & Young Inc. appointed as monitor.
When SSENSE followed up to finalize the deal, Dematic went quiet. It later refused to sign, arguing no binding agreement had been reached and that SSENSE had negotiated in bad faith by concealing its financial trouble.
SSENSE applied to enforce the settlement. On November 18, 2025, the Superior Court granted the application in part, finding the parties had reached a binding transaction. Dematic appealed.
The Court of Appeal rejected every ground. It held that signing a formal agreement was not essential to the deal. The email exchange showed a meeting of the minds on the core term, SSENSE’s release of Dematic from the underlying contract dispute, and Dematic’s offer never made a signed document a condition.
