I 100 percent agree. Read the amended complaint. Read section 20g. That is the condition that certifies the maximum amount of debt. The amended complaint says GDSI waived it as a condition to closing the transaction by demanding that the closing proceed without the condition being fulfilled. GDSI's lawyers argued in their reply brief that just because the company waived the condition precedent did not mean that they waived their right to collect upon a violation of that condition precedent. That is a question for the appellate court. Neither side has put forth any case law that is on point with that issue. In fairness to GDSI's, they are lawyers presented several case laws which demonstrated that even if they knew that Rontan cannot satisfy the condition precedent, they can still collect the damages.
I'll use this analogy once again. If I contract to buy a car with someone. They represent the engine is in working order. When I lift the hood, I see that the engine is not even in the car. I tell the seller let's move forward anyway and I'm waving the fact that the car has to have an engine. Can I then sue for damages. It's a very interesting legal question. I would say that the case law is on GDSI's side but this is not a slam dunk
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