Law360 Canada ( August 22, 2019, 8:37 AM EDT) -- Appeal by 208 Alberta from a decision of the chambers judge dismissing its application for rectification of a Purchase and Sale Agreement and Escrow Agreement. The rectification request essentially sought to remove from those agreements the right of the vendor HXR to receive $2.5 million held in escrow and provide that right to the appellant, contrary to the explicit wording of the agreements, based upon an alleged oral agreement in Mandarin. The appellant agreed to purchase shares from HXR and Song. The Purchase and Sale Agreement provided that this agreement superseded all prior agreements, understandings, negotiations and discussions, whether oral or written, among the parties. The Escrow Agreement provided that except for the provisions of the Sale Agreements this agreement superseded all other agreements and could not be varied or amended by oral agreement or by representations or otherwise other than in writing. The rectification application sought to reverse the payment provisions of both the Purchase and Sale Agreement and the Escrow Agreement. The chambers judge found the alleged oral agreement was between the parties’ agents, who did not have sufficient authority to bind their principals. The chambers judge found he was unable to conclude that the necessary clear, cogent and convincing evidence was available to substantiate an oral agreement. He also found that no knowledge by key players of such an agreement was a factor in his concern over the lack of such necessary evidence. The chambers judge also commented that the escrow agent’s knowledge of the alleged oral agreement was essential to any finding regarding its existence and validity, saying that any other finding would introduce an unacceptable element of uncertainty into the role of an escrow agent....