Executive Summary: Key Legal and Evidentiary Issues

• The real estate brokerage contract did not explicitly cover equity transactions like the sale of partnership units.

• Listing Agreements had expired or were never executed, undermining the broker's claim to a commission.

• No causal link was established between the broker’s services and the equity sale transaction.

• Court found the broker was not involved in negotiating or facilitating the Amended SPA deal.

• Unjust enrichment and quantum meruit claims failed due to lack of evidence of enrichment or deprivation.

• Broker had already received over $2.6 million in commissions for other transactions linked to the restructuring.

Background and restructuring context
The case arose within the long-standing insolvency proceedings of U.S. Steel Canada Inc., later renamed Stelco, under the Companies' Creditors Arrangement Act (CCAA). Following financial difficulties, Stelco's plan of compromise was approved and implemented in 2017. The plan included transferring Stelco’s former land assets to a special land-holding vehicle, Legacy Lands LP, for the benefit of various stakeholder groups, including pensioners and employee health trusts. The Monitor, Ernst & Young Inc., was appointed to oversee the restructuring and manage land disposition efforts.

The role of the broker and commission dispute
Cushman & Wakefield (C&W) was retained to assist in selling the land transferred to the Legacy Lands LP. Under a series of agreements—the Amended Master Services Agreement (AMSA) and standard Listing Agreements—C&W marketed certain parcels of land (called the Southern and Northern Sites). C&W was paid over $2.6 million in commissions for its role in several land sales, including a major deal involving DGAP Investments Ltd.

The dispute in this case centered on whether C&W was entitled to an additional commission following Stelco’s acquisition of all the Stakeholders’ equity interests (limited partnership units) in Legacy Lands LP via an Amended Securities Purchase Agreement (Amended SPA). This acquisition did not involve a direct sale of land but rather the purchase of ownership interests in entities holding the land.

C&W’s legal arguments
C&W claimed it was entitled to a commission under two theories: (1) contract—arguing that the AMSA and Listing Agreements extended to equity transactions like the Amended SPA; and (2) unjust enrichment or quantum meruit—claiming it provided valuable services that contributed to the equity sale and deserved compensation.

C&W argued that the nature of the transaction (a share/equity purchase) was functionally equivalent to a land sale and that its contractual right to a commission covered such deals. It also claimed that its prior marketing and valuation efforts contributed to the eventual sale of the land-holding entity and that this merited a commission under equitable principles.

The Monitor’s and Stakeholders’ position
Ernst & Young (as Monitor and interim Land Restructuring Officer), along with the Stakeholders, opposed the motion. They argued that the AMSA and Listing Agreements applied only to traditional land sales, not equity purchases. They emphasized that the relevant Listing Agreements had expired long before the equity deal was proposed and that no agreements were ever signed for the Northern Sites. Moreover, they contended that C&W had no involvement in initiating or negotiating the Amended SPA and that Stelco’s equity acquisition was driven by unrelated litigation and strategic interests.

Court’s findings and decision
Justice Penny agreed with the Monitor and Stakeholders. The court held that the AMSA’s commission provisions were clearly tied to sales of land, not equity interests, and that C&W’s argument stretched the interpretation of the contracts beyond their language and purpose. It found that the Listing Agreements for the Southern Sites had expired in 2021, and no such agreements existed for the Northern Sites—rendering the commission claims void.

The court also rejected C&W’s claim under unjust enrichment and quantum meruit, finding no evidence that C&W contributed meaningfully to the equity transaction or suffered any deprivation as a result. C&W had no contractual or equitable entitlement to further payment, especially given that it had already received substantial commissions for prior services.

Final outcome
C&W’s motion for a declaration of entitlement to a commission in relation to the Amended SPA transaction was dismissed. The court granted a limited sealing order to protect sensitive pricing information related to the transaction, citing public interest in value preservation during potential mortgage enforcement. Cost submissions were left to be decided if the parties could not agree.