Law360 Canada ( September 14, 2026, 9:43 AM EDT) -- Appeal by ADP Financial Ltd. (ADP) from dismissal of its action against AWM Financial Services Inc. (AWM) concerning parties’ agreement governing their insurance broker and managing general agency relationship. ADP asserted that, under side agreements entered into in 1999, 2001 and 2009, AWM agreed that, upon ADP’s request, it would release ADP and transfer its book of business back to ADP without retaining any entitlement to future managing general agency service fees or any transfer compensation. After ADP transferred its Canada Life book of business to a new managing general agency in 2023, the new agency paid AWM a transfer payment pursuant to Canada Life’s transfer policy, which ADP ultimately bore. ADP sought declarations that AWM was not entitled to the transfer payment and orders requiring AWM to return it. The summary trial judge concluded that the parties’ agreements did not require AWM to relinquish its entitlement to future service fees or waive compensation. On appeal, ADP argued that the judge committed errors of law in interpreting the agreement by reading the transfer provision in isolation, failing to consider the surrounding circumstances and the parties’ fee-sharing arrangement, failing to give meaning to the words “transferred back to ADP,” and improperly relying on the principal’s subjective belief about the agreement’s meaning....