A notice-of-claim requirement is read as a condition precedent to the indemnity, not a courtesy formality — a notice inside the survival period that lacks the required content does not engage the indemnity, exactly like no notice at all.
Short answer
A notice given within the survival period but missing the facts and loss estimate the clause requires does not engage the indemnity at all, because Canadian purchase agreements treat a “reasonable detail” notice requirement as a condition precedent to the indemnity rather than a formality — a defective notice fails the claim in the same way a late one, or no notice at all, would.
No statute governs whether a specific notice satisfies a contractual “reasonable detail” requirement — that is ordinary interpretation of the parties' own condition-precedent language. Where a purchase agreement says a claim must be notified, within the survival period, with reasonable detail of the facts and an estimate of the loss, that wording is read as a condition precedent to the indemnity: a notice given within the period but missing the required content does not engage the indemnity, in the same way that no notice at all would not.
The reason the parties' own survival period — not a longer, statutory one — is in play at all is itself a matter of statute. The Limitations Act, 2002 ordinarily overrides an agreement to vary a limitation period, but s.22(5) creates the business-agreement exception that lets two non-consumer corporations validly shorten it. A share purchase agreement between two corporations is exactly that kind of business agreement, which is why an eighteen-month survival period, shorter than the Act's basic two-year period, is fully effective on its own terms — and why a placeholder notice failing that period's own content requirement is fatal rather than merely awkward.
A notice that names the representation breached, states the facts giving rise to it, and gives a good-faith estimate of the loss — even a preliminary one, expressly reserving the right to update it — will usually clear a reasonable-detail bar. A bare placeholder notice sent only to preserve the deadline, with the substance to follow later, is exactly the kind of notice this condition precedent is built to catch.
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