DATE: 20031205

DOCKET: C38087

COURT OF APPEAL FOR ONTARIO

RE:

INSURANCE PORTFOLIO INC. (Plaintiff) (Respondent) – and – AXION INSURANCE SERVICES INC., BRUCE RYCKMAN, MICHAEL TEIXEIRA and DONNA R. GRABOWSKI (Defendants) (Appellants)

BEFORE:

LASKIN, ARMSTRONG and BLAIR JJ.A.

COUNSEL:

Stephen Schwartz

for the appellant

Michael Handler

for the respondent

HEARD & ENDORSED:

December 3, 2003

On appeal from the judgment of Justice Sandra Chapnik of the Superior Court of Justice dated March 12, 2002.

A P P E A L B O O K E N D O R S E M E N T

[1] We agree with the conclusion reached by the trial judge. The so‑called non‑competition agreement formed part of the share purchase agreement by which the appellant and the others sold a book of business and list of customers to the respondent.

[2] Paragraphs 2 and 5 of the non‑competition agreement have to be interpreted in the light of the overall purpose of this transaction. Although the scope of paragraphs 2 and 5 leave room for some ambiguity we think that the commercial sense of the transaction precluded the appellant from doing business with his former customers for 4 years.

[3] Accordingly, the appeal is dismissed with costs fixed at $3,500 inclusive of disbursements and G.S.T.