2024 ONCA 675

• Parties and Contract Dispute:

  • SS&C Technologies claimed Bank of New York Mellon (BNY) breached a contract prohibiting the redistribution of SS&C’s data.
  • The trial judge determined that:
    • SS&C’s client under the contract was BNY only, not its affiliates.
    • BNY breached the contract by sharing data with its affiliates, including CIBC Mellon.
  • Damages:
    • The trial court awarded $5.7 million USD for unauthorized data use, calculated using a "rateable approach" based on the portion of unaccounted-for data.
    • Additional damages of $922,887 were awarded for BNY sharing data with CIBC Mellon following the termination of the CIBC Mellon Agreement.

• Court of Appeal Ruling:

  • Upheld the findings of liability, ruling the contract authorized data use solely by BNY.
  • Adjusted damages by removing the $922,887 award for CIBC Mellon’s use, avoiding double compensation since those services were already accounted for under the Mellon Trust Agreement.

2024 ONCA 873

• Costs:
  • Given divided success on the appeal and cross-appeal, the court ruled that each party bears its own costs.

Outcome

• Damages Awarded:
  • Total award to SS&C: $5.7 million USD( $7,993,081.50 CAD) for unauthorized data sharing by BNY entities (excluding CIBC Mellon).
• Liability Confirmed:
  • BNY was found liable for breaching the contract by sharing data with unauthorized affiliates.
• Costs:
  • Both parties bear their own costs of the proceedings.