Mr. Rosen

A pharmaceutical distributor sued after a retailer terminated a long-term supply agreement based on a dispute over whether contractual negative financial impact compensation and earned term extensions continued beyond the initial term.

The court held that the compensation mechanism applied throughout the defined Term, including extensions, and that the retailer wrongfully terminated the agreement on March 31, 2021.

Applying the minimum performance doctrine, the court held that extensions earned before breach could not be unwound, but post-breach damages had to be assessed on the least burdensome mode of future contractual performance, limiting the term to December 31, 2022.

The plaintiff recovered NFI compensation, lost-profit damages to be calculated, and severance-based reliance damages, while claims for reclassified product margins, warehouse losses, transportation costs, vendor settlements, and enhanced prejudgment interest were denied.

On the counterclaim, the defendants recovered withheld OTC rebates and unused prepayment funds, but their transition-period lost-sales claim failed.

Dimethaid Research Inc. requested a hearing and review of the Director's decision objecting to the use of prospectus and registration exemptions for a proposed rights offering.

The Director objected because Dimethaid's annual financial statements did not comply with Canadian GAAP, specifically regarding the valuation of the consideration owing for the acquisition of Oxo Chemie AG.

Dimethaid argued that discounting equity was not required by Canadian GAAP and would be confusing.

The Ontario Securities Commission upheld the Director's decision, finding that the transaction was a business combination to be recorded at fair value, and that applying a proper discount to the non-interest bearing future payment obligations was the most appropriate method to determine fair value.