Executive Summary: Key Legal and Evidentiary Issues

• Respondents applied under article 365 para. 1 C.C.P. to dismiss the appeal as having no reasonable chance of success.
   
• At issue on appeal was a Superior Court judgment holding that the BDO Report dated August 29, 2023, was not tainted by any manifest error and was binding on the parties.
   
• Logistik Unicorp Holdings Inc. did not challenge the trial judge's analysis of the standard for reviewing an expert determination or of the evidence admissible on such a review.
   
• Its alleged errors targeted the judge's handling of the evidentiary record, including the Share Purchase Agreement definitions, the MNP Report, accounting standards, and the COVID-19 pandemic.
   
• According to the Court, the appellant was merely rearguing the merits on purely factual questions.
   
• None of the alleged errors had a reasonable chance of meeting the palpable and overriding standard, so the appeal was dismissed with legal costs.
   

Facts of the case

Logistik Unicorp Holdings Inc. appealed a Superior Court judgment, Clearspring Capital Partners II c. Logistik Unicorp Holdings Inc., 2026 QCCS 1092. That judgment held that the BDO Report dated August 29, 2023, was not tainted by any manifest error and was therefore binding on the parties. The respondents are Clearspring Capital Partners II L.P., Clearspring Capital Partners US (II) L.P., The SF Fund Limited Partnership, and The Shotgun Fund Limited Partnership. They brought an application to dismiss the appeal and, in the alternative, for the provision of a suretyship under articles 364 and 365 C.C.P. A hearing held on September 14, 2026, continued on September 18, 2026, when the parties were excused from appearing. Justices Christine Baudouin, Frédéric Bachand, and Lori Renée Weitzman rendered a unanimous judgment orally at the hearing.

Policy and legislative provisions at issue

The respondents relied on article 365 para. 1 C.C.P., arguing that the appeal had no reasonable chance of success. Article 364 C.C.P. is also cited in the hearing description as a basis for the application. The August 1, 2018, Share Purchase Agreement featured in the appellant's grounds, which alleged that the trial judge ignored key definitions in that agreement. Neither those definitions nor any other wording of the agreement is quoted or described in the decision. To assess the factual challenges, the Court applied the palpable and overriding standard, citing Hydro-Québec v. Matta, 2020 SCC 37, at para. 33.

Reasoning and analysis

In its notice of appeal, the appellant did not contest the judge's analysis of the standard applicable to reviewing an expert determination or of the evidence admissible in such a review. It argued instead that the judge made numerous errors in analyzing the evidentiary record. According to the appellant, the judge ignored key definitions in the Share Purchase Agreement, arbitrarily discarded the MNP Report, improperly relied on his personal understanding of accounting standards, and failed to identify flaws in the BDO Report. It further claimed he trivialized the exceptional and extraordinary nature of the COVID-19 pandemic, misread key earnings reports, and failed to consider basic valuation concepts. Several other errors were alleged as well. The Court agreed with the respondents that the appellant was merely seeking to reargue the merits while ignoring the stringent standards of appellate review that apply to purely factual questions. That point came into sharp focus at the hearing, where the emphasis was on questions of fact and on the same arguments raised at first instance. Given the trial judge's detailed and carefully reasoned judgment, the Court found it clear that there was no merit whatsoever to the contention that he ignored or arbitrarily discarded key aspects of the record. It concluded that the appellant had failed to identify any error with a reasonable chance of meeting the palpable and overriding standard.

Ruling and overall outcome

The respondents succeeded. Granting their application, the Court of Appeal dismissed Logistik Unicorp Holdings Inc.'s appeal with legal costs, leaving the Superior Court's ruling that the BDO Report is binding in place. Nothing in the judgment addresses the alternative request for a suretyship. Costs are not quantified, so no exact monetary amount can be determined from the decision.