Summary

REASONS FOR DECISION

[1] Tehama Group Inc. ("Tehama") appeals the dismissal of its application to set aside an arbitral award under Article 34 of the UNCITRAL Model Law on International Commercial Arbitration,[1] set out in Schedule 2 to the International Commercial Arbitration Act, 2017, S.O. 2017, c. 2, Sched. 5.

[2] The arbitrator, an accountant, was appointed by the parties to determine whether Tehama was entitled to receive an additional $10 million USD from the respondents ("Pythian"). The arbitration turned on the calculation of the adjusted EBITDA[2] of the business that Pythian acquired from Tehama in the year after closing. The arbitrator concluded that the earnings target that would oblige Pythian to make the additional post-closing payment to Tehama was not met.

[3] In its application, Tehama alleged that the process followed by the arbitrator was contrary to the parties' arbitration agreement or violated the principles of natural justice. The application judge rejected these allegations. She found that the arbitrator followed the process agreed upon by the parties; that Tehama was not deprived of a right to make submissions; that the arbitrator did not breach natural justice by not explicitly addressing two procedural objections raised by Tehama in the reasons for the final award; and that the arbitrator did not make the award based on a new theory not advanced by Pythian. The application judge stated that, even if she had found any breach of natural justice, she would have exercised her discretion not to set aside the award.

[4] In its appeal to this court, Tehama contends that the application judge erred in law by assessing the alleged breaches of natural justice on a lower standard of procedural fairness because the arbitrator was a chartered accountant as opposed to a person with legal training.

[5] We disagree.. ..