Kimberly Potter

The applicants brought an application to appoint an independent firm of chartered accountants to resolve disputes over an earn-out calculation under a share purchase agreement.

The respondent opposed, arguing the disputes involved questions of contractual interpretation that must be decided by the courts, and brought a cross-application for a declaration to that effect.

The court interpreted the dispute resolution clause and concluded that the parties intended for any unresolved matters in dispute, including those requiring contractual interpretation, to be referred to the independent firm acting as an expert.

The applicants' application was granted and the respondent's cross-application was dismissed.

The moving parties (the Donato Parties) sought an order enforcing an arbitrator's confidentiality decision and sealing the arbitral award so it would not form part of the public record in the appeal proceedings.

The court applied the Sierra Club test for confidentiality orders and found that the moving parties failed to establish a serious risk to an important commercial interest that required protection.

The court held that the general public interest in encouraging private arbitration does not automatically justify a sealing order when an arbitral award is appealed to the court.

The motion was dismissed.