MNP Corporate Finance Inc. v Taplow Ventures Ltd.

In 2019, MNP was retained to market Taplow to potential purchasers and to manage the sale process. After a potential sale collapsed, MNP issued an invoice to Taplow and its owner for out-of-pocket expenses and professional fees for time spent on the engagement. The clients did not pay the invoice, as they did not agree that MNP’s engagement agreement required the payment of fees or disbursements in these circumstances. After some discussion between the parties concerning the terms of their relationship moving forward, Taplow terminated the engagement. MNP subsequently sued for payment of a completion fee exceeding $1.6 million, or, alternatively, professional fees of more than $1.3 million for time spent on the engagement.  Justice Murray found that these claims were bound to fail because MNP had not terminated the engagement as the agreement required. In arriving at this conclusion, she rejected MNP’s argument that issuing an invoice and attempting to renegotiate certain aspects of the engagement agreement were sufficient to terminate the engagement.