Executive Summary: Key Legal and Evidentiary Issues

• Appeal focused on whether redacted contractual information between PRPA and REEF should be fully disclosed in discovery.

• Trigon challenged the redaction of specific figures, including project investment and rental amounts, as relevant to its claim.

• The chambers judge ruled that the redacted amounts—including a disclosed $70 million investment—were only marginally relevant.

• Courts have discretion to deny production where minimal relevance is outweighed by commercial confidentiality concerns.

• Redacted material was found to have no material bearing on Trigon’s legal entitlements under its lease with PRPA.

• Alternatives like confidentiality orders were considered but not mandated by the judge, and this decision was upheld.

Facts of the case
Trigon Pacific Terminals Limited (Trigon) leases port lands from the Prince Rupert Port Authority (PRPA) and operates a marine terminal. In 2023, Trigon requested PRPA’s consent to begin handling liquefied petroleum gas (LPG) at its facility. PRPA refused, citing an existing lease agreement with Ridley Island Energy Export Facility Limited Partnership (REEF), a commercial successor to Vopak Development Canada Inc., which held exclusive LPG export rights.

Trigon sued PRPA, alleging it breached implied contractual duties by unreasonably withholding consent and acting with an ulterior commercial motive. PRPA denied the claims and counterclaimed based on a news release by Trigon it argued violated contractual duties. REEF, initially a non-party, was later added to the litigation.

The discovery dispute that gave rise to this appeal involved Trigon’s attempt to obtain unredacted versions of ten commercial agreements between PRPA and REEF. The redacted portions included rental amounts, project investment figures, project milestones, and product information. Trigon argued that this information was relevant to assessing the reasonableness of PRPA’s refusal and the nature of its contractual obligations with REEF.

The Court of Appeal’s decision
The Court of Appeal upheld the decision of the chambers judge, who denied Trigon’s application for full unredacted disclosure. The judge applied the established legal framework, holding that redacted content may be withheld if it is irrelevant or only marginally relevant and if there is a good reason for the redaction—such as commercial confidentiality.

The judge concluded that specific dollar figures, such as rent paid by REEF and line-item investment costs, were not relevant to the core legal questions. Notably, the PRPA had already disclosed that the REEF project represented an estimated $70 million investment over ten years. However, the judge found that further granular financial figures, including individual rents or pricing terms, would not materially assist in resolving whether PRPA’s refusal to grant consent was reasonable under Trigon’s lease.

The Court also accepted that releasing these details could harm REEF’s commercial interests. Evidence showed that disclosure could provide Trigon, a direct competitor, with sensitive operational data and project benchmarks. The Court emphasized that proportionality governs discovery obligations, and the chambers judge did not err in prioritizing confidentiality where the probative value of the redacted content was minimal.

Trigon’s argument that the judge failed to consider alternatives to redaction—such as confidentiality undertakings or “counsel’s eyes only” access—was also rejected. The judge had considered such measures but, within his discretion, concluded they were not appropriate in the circumstances.

Outcome
The Court dismissed the appeal and affirmed that disclosure of redacted financial and commercial terms is not required where the information is only marginally relevant and its release would prejudice significant confidentiality interests. The decision reinforces the discretionary nature of discovery rulings and affirms that even financial figures, such as the disclosed $70 million project investment, may be protected when they add little legal value to the issues in dispute.