RBC Dominion Securities Inc. v. Crew Gold Corporation

RBC Dominion Securities Inc. v. Crew Gold Corporation

The Court concluded the trial judge reasonably interpreted the Agreement as requiring a causal nexus between RBC's advisory services and the completed Transaction for a Success Fee to be payable; no extricable error of law was shown in applying contractual interpretation principles, so the appeal was dismissed and the trial judgment upheld with costs to the respondent.

Citation
2017 ONCA 648
Parties
Plaintiff (appellant): RBC Dominion Securities Inc.; Plaintiff (appellant): Royal Bank of Canada Europe Limited; Defendant (respondent): Crew Gold Corporation
Court
Court of Appeal for Ontario
Jurisdiction
Canada
Judgment Date
10 August 2017
Procedural Posture
Civil Appeal / Court of Appeal Hearing an Appeal From a Trial Judgment of the Superior Court of Justice
Outcome
Appeal dismissed; trial judgment of Superior Court upheld
Legal Topics
Contract Interpretation, Success Fee Entitlement, Investment Banking Engagement, Tail Provision, Standard of Review
Source Language
English
Contract Law Commercial Law Securities/takeover Law Contract Interpretation Success Fee Entitlement Investment Banking Engagement Tail Provision Standard of Review

Case Brief

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Parties

RBC Dominion Securities Inc.

Plaintiff (appellant)

Royal Bank of Canada Europe Limited

Plaintiff (appellant)

Crew Gold Corporation

Defendant (respondent)

Procedural Posture

Civil Appeal / Court of Appeal Hearing an Appeal From a Trial Judgment of the Superior Court of Justice

Legal Issues

  1. 1 Whether a Success Fee under the engagement letter was payable where respondent transactions occurred without claimant's involvement
  2. 2 Whether the definitions of Transaction and Transaction Proceeds encompassed open market purchases on a stock exchange
  3. 3 Whether the tail provision allows payment of a Success Fee absent causal connection to advisory services

Ratio Decidendi

The Court concluded the trial judge reasonably interpreted the Agreement as requiring a causal nexus between RBC's advisory services and the completed Transaction for a Success Fee to be payable; no extricable error of law was shown in applying contractual interpretation principles, so the appeal was dismissed and the trial judgment upheld with costs to the respondent.

Court Disposition

Appeal dismissed; trial judgment of Superior Court upheld

Orders

  • Respondent awarded costs fixed at $40,000 inclusive of HST and disbursements