2024 ONSC 6054

• Key Issue: CLEAResult sought to enforce the Share Purchase Agreement (SPA) requiring BDO Canada LLP (BDO) to adjudicate the Reverse Earn-Out Calculation. The respondents argued that other disputes should be resolved first.
• Ruling: The court ruled in favor of CLEAResult, ordering BDO to proceed with its expert adjudication without delay.
• Financial Outcome: CLEAResult initially determined a Second Reverse Earn-Out Payment of $2,491,500 but later revised it to $0. The respondents retained the right to claim damages for alleged breaches of the Earn-Out Covenants.
• Final Order: BDO must determine EBITDA and Earn-Out Payments but is not required to investigate broader factual disputes?.

2025 ONSC 573 (Costs Decision)

• Key Issue: Costs following CLEAResult’s success in the application.
• Ruling: The parties agreed that the successful party would receive $60,000 in costs. Due to some lack of clarity from CLEAResult regarding BDO’s scope, the court reduced this to $45,000.
• Final Order: The respondents were ordered to pay CLEAResult $45,000 in costs?.

Outcome Based on Both Decisions

• CLEAResult successfully enforced BDO’s role in determining the Reverse Earn-Out Calculation.
• No Earn-Out Payment was awarded to the respondents.
• CLEAResult was awarded $45,000 in costs.