The appellant insurer appealed a decision finding that its directors and officers insurance policy provided coverage for defence costs incurred by the respondent in an OSC proceeding.
The respondent had previously given notice of potential claims to a prior insurer.
The Court of Appeal upheld the application judge's finding that, viewed objectively, the parties intended the new policy to cover the prior acts referred to in the notice up to the first $5 million of the policy limits.
The court found that the insurer had waived the carve-out provisions in the application and that general exclusion clauses did not override the specific agreement for prior acts coverage.
The appeal and cross-appeal on costs were dismissed.
