Background

• The case centers on a dispute involving a plan to transform a static billboard at the Ontario Food Terminal into a digital sign.
• ID Inc. proposed the idea, seeking increased advertising revenue potential, and engaged with the TWPA and StrategyCorp, a consulting firm.
• A series of agreements and discussions led to disputes about terms, approvals, and roles.

Key Issues on Appeal

1. Intentional Interference with Economic Relations:

   • The trial judge found that StrategyCorp neither intended to harm ID Inc.'s economic interests nor engaged in unlawful conduct.
   • The appellate court upheld this, finding no error in the trial judge's conclusion.

2. Consulting Agreement Validity and Interpretation:

   • The court ruled the agreement never came into effect because its terms were contingent on a separate agreement between ID Inc. and the TWPA, which never materialized.
   • The appellate court supported this interpretation, rejecting ID Inc.'s arguments.

3. Repudiation of the Consulting Agreement:

   • StrategyCorp ended the agreement in January 2015, and ID Inc.'s lack of response was deemed acceptance of repudiation.
   • The court affirmed this finding.

4. Breach of Good Faith:

   • ID Inc. alleged bad faith, but the court found StrategyCorp acted transparently and reasonably, with no evidence of arbitrary or capricious behavior.

Conclusion

• The Ontario Court of Appeal dismissed ID Inc.’s appeal, agreeing with the trial judge's findings.
• StrategyCorp was awarded $50,000 in costs.