Law360 Canada ( January 13, 2022, 6:50 AM EST) -- Appeal by the defendant Co-operators Life Insurance Co. from trial judgment awarding the respondent Spencer Health Network Inc. damages for breach of contract and dismissing the appellant’s counterclaim. Pursuant to a service agreement, Spencer contracted to provide vision care benefits to individuals under group contracts of insurance issued by Co-operators. In exchange, Co-operators agreed to pay Access Fees to Spencer for individuals coming within the Spencer Plan. Co-operators claimed it paid for a contract involving Johnston Inc. that did not fall within the terms of the Service Agreement. Co-operators claimed it was required to pay an Access Fee only with respect to those persons who were covered under a plan issued by it when it was in a direct contractual relationship with a Plan Sponsor through a full-service contract or a Refund Accounting Arrangement. Spencer believed the Service Agreement encompassed all individuals within Co-operators’ book of business, including insurance contracts of the nature Co-operators had with Johnston. Spencer subsequently discovered that Co-operators did not pay the Access Fees for other contracts that it considered to be like the Johnston agreement and sued Co-operators for breach of contract. Co-operators counterclaimed to recover the alleged overpayment with respect to the Johnston contract. The trial judge held Co-operators was required to pay Access Fees for all employees under group contracts of extended health care insurance issued by Co-operators, whether they had access to the Spencer Plan or were receiving benefits under it. The trial judge ordered Co-operators to pay Access Fees for the Johnston contract and all but one of eight arrangements between Co-operators and the Trustees of the Retailers, Wholesalers and Manufacturers Group Insurance Trust (RWAM). Co-operators disputed the trial judge’s interpretation of the Service Agreement and his inclusion of the Johnston and RWAM arrangements. The Johnston contract was a stop loss contract, which Co-operators believed was reinsurance only. The various RWAM groups were contracts administered by third parties which could decline the Spencer Plan....