Statutes referred to
Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.) [as am.]
APPEAL from the summary judgment of Hainey J.,  O.J.
No. 546, 2017 ONSC 775 (S.C.J.) for the plaintiff.
Jennifer Teskey and Kristine Spence, for appellants.
Christopher P. Naudie, Al-Nawaz Nanji and Lia Bruschetta,
 BY THE COURT: — The appellants appeal from the summary judgment granted against them by Hainey J. of the Superior Court of Justice, Commercial List, on February 1, 2017.
 The parties accept that the threshold issue on this appeal
is the motion judge’s interpretation of a written representation
and warranty regarding tax pools given by the respondent’s
predecessor, as purchaser (“Brompton”), in favour of the appellants or their predecessors, as vendors (“Tuckamore”), in an
acquisition agreement dated February 26, 2008 (the “
agreement”). Under the agreement, Brompton purchased Tuckamore’s
business in exchange for the transfer to Tuckamore of certain
securities held by Brompton. As a result of the transaction,
Tuckamore became a minority shareholder of Brompton. It held
its equity position in Brompton until September 2011.
 Tuckamore contends that the trial judge’s interpretation of
the tax pools representation and warranty is tainted by palpable
and overriding errors and extricable errors of law. While Tuckamore advances other grounds of appeal from the motion judge’s
decision, it acknowledges that those grounds fall away if the
motion judge’s interpretation of the tax pools representation and
warranty in the agreement is sustainable. Brompton agrees.
 The clause at issue, s. 5.1( l) of the agreement, reads:
The Purchaser represents and warrants as follows to the Vendor and
acknowledges and confirms that the Vendor is relying on such representa-
tions and warranties in connection with the sale by the Vendor of the Pur-
. . . . .
( l) Taxes. Immediately prior to Closing and after giving effect to the
transactions contemplated by this Agreement, the Purchaser will
have tax pools as described in the Purchaser Disclosure Letter.
(Bold in original)
 The purchaser disclosure letter cited in s. 5.1( l) sets out, in
exhibit “A” thereto, the tax losses, deductions and credits
referred to as “tax pools” in s. 5.1( l) of the agreement. Exhibit
“A” lists the relevant non-capital losses and scientific research