LOLG Successful in Reversing Transaction Termination Fee at the Alberta Court of Appeal

On January 31, 2025, the Alberta Court of Appeal released its decision in Superior Plus v. Chemtrade Electrochem. The Court reversed the King’s Bench 2022 trial decision ordering Superior Plus to pay Chemtrade a $25 million reverse termination fee after the United States Department of Justice rejected multiple remedy proposals and enjoined a merger of the companies. Apart from its interesting overview of the US merger review process, the decision is an important caution about the limit of the Sattva factual matrix and reliance on evidence of subjective intention and expectation. A transaction may be difficult and its governing agreements complex but that doesn’t mean the interpretive exercise is. Extensive negotiation doesn’t equate to a lack of textual clarity. Meaning is to be found in the words of the agreement. The factual matrix, which sometimes takes on a life of its own at trial, must not overwhelm plain language. The decision can be found here.