Marg A. McKillop

The plaintiffs, two insurance companies (RSA/CNS), sued 2421593 Canadian Inc. (formerly Vancity Insurance Services Ltd. - VCI) and others for breach of contract.

The central issue was whether a legally enforceable contract existed for the exclusive provision of habitational insurance by RSA/CNS to VCI, and if so, whether VCI wrongfully terminated it.

The court found that the parties had entered into a legally binding agreement by September 11, 2008, for a five-year exclusive term with a two-year termination notice.

VCI breached this agreement by terminating it on September 9, 2009, without the required notice.

The court dismissed the action against Vancouver City Savings Credit Union due to lack of evidence for a conspiracy claim.

Damages for breach of contract against 2421593 Canadian Inc. are to be calculated based on a specified loss ratio and loss period.

The appellants, two insurance companies, appealed the summary dismissal of their action against respondents for breach of an alleged oral agreement and inducement of breach of contract.

The motion judge dismissed the action on the basis that the parties had agreed that no binding contractual relationship would exist without a signed written agreement (the "Precondition").

The Court of Appeal found this conclusion was a palpable and overriding error.

The evidence only supported that the parties intended to eventually document their agreement in writing, not that execution of a written contract was a precondition to legal obligations.

The court allowed the appeal against the Vancity respondents and directed the matter to trial, but dismissed the appeal against the Co-operators respondents on alternative grounds.

The court issued a supplementary costs endorsement regarding specific disbursements claimed by the defendants, Co-operators.

After receiving an explanatory letter from the defendants' counsel and no response from the plaintiffs, the court found the disbursements for photocopies, binding, scanning, and laser printing to be reasonable.

The plaintiffs were ordered to pay the defendants $11,406.37 for these disbursements.

The defendants sought costs following the dismissal of the plaintiffs' action.

Vancity claimed substantial indemnity costs based on a Rule 49.10 offer to settle.

The court held that Rule 49.10 does not apply where an action is dismissed, and awarded partial indemnity costs.

The court rejected the plaintiffs' arguments that the defendants' claimed hours were excessive, noting the plaintiffs failed to produce their own bill of costs for comparison.

The court fixed Vancity's fees at $200,000 and Co-operators' fees at $130,000, plus HST and allowable disbursements.

The defendants brought motions for summary judgment to dismiss claims of breach of contract and inducing breach of contract.

The plaintiffs alleged an oral agreement for an exclusive insurance supplier arrangement with Vancity Insurance, which was later sold to Co-operators.

The court found that no binding oral agreement existed because the parties intended their legal obligations to be deferred until a formal written contract was approved and executed.

Consequently, the claim for inducing breach of contract against Co-operators also failed, as there was no valid contract to breach, and Co-operators had no knowledge of a binding agreement, nor did it "turn a blind eye." The action was dismissed against all defendants.