The applicant sought a declaration for payment of over $4 million in "Take-or-Pay Fees" and unpaid invoices from a contract manufacturing agreement, alleging the respondent failed to meet minimum order volumes.
The respondent argued the matter was unsuitable for an application under Rule 14.05(3)(d) due to material facts in dispute, the enforceability of a potential penalty clause, and the impact of the COVID-19 pandemic.
The court agreed with the respondent, converting the application into an action for trial, finding that the dispute involved complex factual issues, including potential contract modification, estoppel, and frustration, which required discoveries and a fulsome record.
