P. Lassaline

Following a commercial trial concerning the valuation of a single common share under a share purchase agreement, the plaintiff obtained judgment significantly exceeding a pre‑trial offer to settle.

The court considered costs under Rules 49 and 57.01 of the Rules of Civil Procedure and the discretion under s.131 of the Courts of Justice Act.

Because the plaintiff’s Rule 49 offer was more favourable than the judgment ultimately obtained, the court held that the plaintiff was entitled to partial indemnity costs to the date of the offer and substantial indemnity costs thereafter.

The court rejected the defendants’ objections to expert report disbursements and counsel fees, finding the litigation complex and the amounts reasonable and proportional.

Costs were fixed in the total amount of $60,458.99.

A dispute arose over the valuation of a retiring shareholder’s single common share under a share purchase agreement following the sale of an insurance brokerage business.

The plaintiff claimed the contractual formula yielded a payment of approximately $385,552, while the defendants argued the share had no value and sought rectification of the agreement to alter the valuation methodology.

The court interpreted the contractual formula using established principles of commercial contract interpretation and considered expert accounting evidence regarding whether fee income and sub‑brokerage commissions formed part of “annual commission income.” The court held that fee income generated from a brokerage acquisition constituted part of the recurring revenue stream and must be included in the formula, while sub‑brokerage commissions were properly excluded as pass‑through commissions.

Applying the formula accordingly, the court valued the share at $254,430 and rejected the defendants’ claim for rectification, finding no mutual mistake in the written agreements.