Issue: The primary issue involved the interpretation of a distribution agreement, particularly whether BioNeutra could terminate the agreement in parts and the calculation of termination compensation.

Key Points:

• Contract Dispute: Lehvoss and BioNeutra disagreed on whether the contract allowed for partial terminations and how termination fees should be calculated.
• BioNeutra’s Position:
  • Argued that the contract allowed for partial terminations under section 9(b) ("without cause").
  • Claimed that two terminations occurred: one in September 2020 and another in January 2021.
  • Sought a lower compensation amount, arguing the termination should be calculated based on sales from 2020 (€208,776).
• Lehvoss’ Position:
  • Asserted that the contract did not permit partial terminations and that only a full termination could trigger the compensation clause.
  • Claimed the termination compensation should be based on 2019 sales figures, amounting to €751,934.
• Court’s Conclusion:
  • The contract was ambiguous regarding partial terminations, but since BioNeutra drafted the agreement, it was interpreted against them.
  • The court ruled that the compensation should be based on 2019 sales, awarding Lehvoss €751,934 (CAD 1,091,631).