BC court denies insurance broker’s bid to recover $886,392 transfer fee
The broker, an independent firm, had sold Canada Life policies for years through a managing general agency, or MGA. MGAs service and administer policies and collect service fees from the carrier for doing so. When the broker moved its book to a new agency in 2023, the incoming MGA paid the former one a transfer payment of $886,392.08, routed through Canada Life. The broker had agreed to cover that cost and later wanted it back.
Its argument rested on a series of informal letters exchanged between 1999 and 2009. The broker said those letters gave it the right to move its book and, with it, the right to future service fees, leaving the old agency entitled to nothing. The disputed wording said the block of business would be “released and transferred back.”
A summary trial judge rejected that reading in May 2025. She found the letters never said the agency would surrender its service fees or hand them to the broker. Read against the commercial context of the late 1990s and early 2000s, when agencies could refuse to release a book at all, the promise to release and transfer it back meant only that the agency would not block the broker’s exit. It did not strip the agency of fees it had earned.
The appeal court agreed. Writing for a unanimous panel, the court found the trial judge had read the disputed phrase in the context of the full agreement and the circumstances known to the parties when they signed. She made none of the legal errors the broker alleged, and the broker identified no overriding error in her analysis.
The court also pointed to the broker’s own conduct. In 2023 its principal had asked the agency to sign a letter stating plainly that no transfer payment would be owed. The agency declined. The trial judge treated that request as a sign the broker itself doubted the older letters meant what it now claimed.
