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Plaintiffs awarded full indemnity costs against primary insurer for breach of duty to defend; Bullock order denied.
Following a summary judgment decision where the plaintiffs successfully obtained a declaration that the primary insurer was required to advance defence costs under a D&O policy, the court determined costs and pre-judgment interest.
The plaintiffs were awarded full indemnity costs against the primary insurer due to the breach of the duty to defend.
The court declined to issue a Bullock or Sanderson Order, finding it was the plaintiffs' decision to continue their claim against the excess insurers, who were awarded partial indemnity costs payable by the plaintiffs.
Post-closing insurance assessments were payable by the purchaser under the agreement.
Appeal from a trial judgment concerning interpretation of a share purchase agreement for the sale of a life insurance company.
The dispute was whether post-closing industry-wide compensation assessments, calculated using pre-closing premium income, were payable by the vendors or the purchasers.
The court held that the assessments were liabilities arising in the years they were levied, not in the years used to calculate them, and that the agreement required the purchasers to pay them.
The court further held that the negotiation evidence supported that reading and that the general indemnity clause did not displace the specific allocation in the contract.
Appeal allowed, trial judgment set aside, and the action dismissed.
