Key Issues on Appeal

1. Whether CentriLogic breached Section 8 of the Agreement by sharing proprietary materials with HSBC without Infor's consent.
2. Whether Infor was entitled to a $600,000 Financing Fee under the terms of the Agreement.
3. Whether the trial court's costs award of $511,762.22 to Infor was excessive.

Findings

1. Breach of Section 8:

   • CentriLogic shared Infor’s proprietary lender presentation and financial model with HSBC without permission.
   • The trial judge ruled that Infor’s contributions (extensive vetting and formatting) added significant value to the shared materials.
   • CentriLogic was found in breach of the Agreement.

2. Entitlement to the Financing Fee:

   • The Agreement provided for payment of the Financing Fee if lenders contacted by Infor provided financing within one year of the Agreement's termination.
   • CentriLogic argued the loan from HSBC (an existing lender) did not qualify as "Financing" under the Agreement.
   • The trial court applied a purposive interpretation, finding that the syndicated loan with TD and CWB (contacted by Infor) met the criteria for Financing.
   • Infor was awarded the Fee, less $25,000 already paid, plus prejudgment interest and HST.

3. Costs Award:

   • The costs reflected Infor's success and CentriLogic's refusal of a reasonable pre-trial settlement offer.
   • The award included partial indemnity costs up to July 2021 and substantial indemnity costs thereafter.

Court of Appeal’s Conclusion

• No palpable or overriding error:
  • The findings regarding breach and entitlement to the Fee were supported by evidence and consistent with commercial principles.
• Costs award upheld:
  • CentriLogic’s conduct justified the significant costs award.

Final Orders

• Appeal dismissed.
• Approximately $1,231,138.07, combining damages ($689,375.85), trial costs ($511,762.22), and appeal costs ($30,000).