Steven F. Rosenhek

The court determined the proper interpretation of a consulting retainer agreement governing contingent transaction fees for the sale of a business.

The respondents argued the fee provision should be interpreted as a staged structure applying 3.5% up to $6 million and 5% thereafter, while the applicant maintained the contract required 3.5% of the entire purchase price plus an additional 5% of the amount above $6 million.

The respondents sought to introduce extrinsic evidence including prior negotiations and industry standards to support their interpretation.

The court held the contractual language was clear and unambiguous despite producing a surprising result and declined to consider extrinsic evidence.

The applicant’s literal interpretation of the fee provision was upheld.

The plaintiff, Canadian Pacific Railway Company, sought to convert an interim injunction into a permanent injunction to restrain the defendant truck drivers from picketing and blockading its Vaughan Intermodal Terminal.

The defendants, who were independent contractors for trucking companies serving CPR, had been protesting pay cuts.

Following reports of vandalism and safety concerns, the court found that the plaintiff met the test for an injunction and ordered that the existing interlocutory injunction be made permanent pending trial.