Dispute Resolution

Dispute Resolution Management Process Manual

1. Interpretation

1.1 Interpretive Consistency

This Manual must be read in conjunction with the Canada Grocery Sector Code of Conduct, the By-Laws, and the Operating Rules of the Office of the Grocery Sector Code of Conduct and should be interpreted in a manner consistent with their provisions and guiding principles. This includes s. 2.5 of the Canada Grocery Sector Code of Conduct, which provides that no Member “shall design an Agreement to explicitly work around or willfully disregard the provisions of the Code, and, no Party may waive any of its rights or obligations under the Code.”  In the event of any inconsistency between a definition or provision in this Manual and the Code, By-Laws, or Operating Rules, the provisions of the Code, By-Laws, and Operating Rules shall prevail as the official documents of reference.

1.2 Definitions

For the purpose of this Dispute Resolution Management Process Manual, terms have the following meanings. 

“Adjudication” means a formal but non-legally binding dispute resolution process in which the Adjudicator, acting as an impartial decision-maker, considers the facts of a dispute and issues a decision on a Code-related matter, in accordance with section 6 of this Manual.

“Agreement” means anything that defines the material elements of a relationship between retailers and suppliers. This can include contracts, deal sheets, invoices, purchase orders, bills of lading, notices, emails and any other document that records an understanding between Parties. 

“Application Process” means the process through which Members formally access the DRMP in accordance with section 4.1. It includes an initial pre-application step to confirm Code relevance and exhaustion of internal resolution steps, followed by submission of a formal application package by both Members.

“By-Laws” means the governing by-laws relating to the conduct of the affairs of the Office of the Grocery Sector Code of Conduct.

“Code” means the Canada Grocery Sector Code of Conduct.

“Commercially Confidential Information” means non-public business information that, in a Member’s determination, could harm a Member’s competitive position or business interests if disclosed outside the DRMP and/or used by any party for any purpose other than the DRMP. It may include, for example, proprietary data, trade secrets, pricing strategies, commercial terms, provisions of any Agreement, volumes, forecasts or any other information identified as commercially confidential by a Member.

“Dossier” means the consolidated record of a dispute prepared by the OGSCC during the Application Process. It consists of the application packages and supporting documents submitted by both Members, subject to redactions for Commercially Confidential Information in accordance with this Manual.

“DRMP” means the Dispute Resolution Management Process as established by the Office of the Grocery Sector Code of Conduct for resolving disputes between Members regarding Code-related matters as set out in this Manual.

“Manual” means this DRMP Manual.

“Mediation” means a voluntary, confidential and non-binding process facilitated by a qualified and impartial dispute resolution mediator with the goal of helping Members negotiate a mutually acceptable resolution to a Code-related dispute.

“Member” means a member of the Corporation, as defined in the By-Laws.

“Notice of Non-Compliance” means a public notice issued by the Adjudicator when a Member has been found to have breached the Code or has not submitted a Remediation plan within the required timelines.

“OGSCC” means the Office of the Grocery Sector Code of Conduct.

“Operating Rules” means the governing operating rules relating to the conduct of the affairs of the Office of the Grocery Sector Code of Conduct.

“President and Adjudicator” means the employee of the OGSCC who holds such title, responsible for directing and managing the organization’s operations, including the administration of the DRMP. This individual also serves as the Adjudicator for formal dispute resolution as described in the DRMP.

2. General Provisions

2.1 Purpose of the Manual

The purpose of this Manual is to set out the structure, roles, and procedures for resolving disputes under the Code in a manner that is clear, equitable, simple, and efficient.

2.2 Scope

2.2 (a) The DRMP applies only to disputes between Members relating to commercial practices covered by a specific provision of the Code.  It applies to such disputes whether the Members’ commercial relationship is set out in a written Agreement, based on an oral agreement, or conducted without any formal Agreement.

2.2 (b) The DRMP does not apply to disputes where:

1. one or both parties are not Members of the OGSCC at the time the disputed incident occurred or allegedly occurred;
2. the disputed incident is not related to a provision of the Code;
3. the dispute falls within the jurisdiction of the Fruits and Vegetables Dispute Resolution Corporation;
4. the matter is being litigated or arbitrated in another forum, such as a court or alternative arbitration mechanism, or the disputed matter becomes the subject of such litigation or other mechanism during the DRMP;
5. the disputed matter has already been resolved by agreement of the Members or determined by court order or binding arbitration; or
6. the dispute is governed by a binding regulatory or legislative regime.

2.2 (c) For greater certainty, as per Section 2.5 of the Code, the DRMP remains applicable in circumstances where the underlying conduct or agreement giving rise to the dispute is alleged to be non-compliant with the Code. However, where a dispute is concurrently subject to another process listed in section 2.2(b) such processes must be concluded prior to the initiation of a DRMP application.

2.2 (d) Members must initiate the DRMP process via a formal application under section 4.1(b) within one of the following timelines, whichever is later:

1. six (6) months of the date on which the alleged breach of the Code occurred or was reasonably discoverable; or
2. within one (1) month of the failure of efforts between the Members to resolve a Code-related dispute in accordance with section 3.2 of this Manual.

2.2 (e) For ongoing disputes, the limitation period will be calculated from the date of the most recent alleged breach. Only incidents occurring within the six (6) months preceding the application may be considered as potential breaches under the DRMP.  This does not, however, prevent the Mediator or Adjudicator from considering all relevant information, including past conduct, in assessing the dispute.

2.2 (f) Failure to initiate the process within the prescribed timeline will result in the dispute being deemed ineligible for resolution under the DRMP, unless an extension is approved under section 2.5.

2.2 (g) Nothing in the DRMP prevents a Member from submitting a confidential complaint through the Issue Centre in the Member’s Portal or by email. This mechanism enables Members to submit concerns about Code-related issues and helps the OGSCC monitor how the Code is being implemented, including the identification of systemic or recurring concerns. Information submitted through the Issues Centre is reviewed by the OGSCC and used to identify trends and systemic challenges, as well as to inform education and outreach activities including informal follow-ups by the Adjudicator. In addition, questions about the Code and its implementation can be sent to the OGSCC by email outside of the DRMP process.

2.3 Administration

2.3 (a) The OGSCC administers the DRMP in this Manual to resolve Code-related disputes. 

2.3 (b) In administering the DRMP, the OGSCC will encourage Members to resolve disputes consensually and independently before accessing the DRMP.

2.4 Language of Communication

2.4 (a) The working languages of the DRMP are French and English.  The French and English versions of this Manual are equally authoritative and shall be interpreted as such.

2.4 (b) All documents produced by the OGSCC will be available in French and English, upon request of one of the Members in each situation.

2.4 (c) In the case of a meeting with the Adjudicator, the OGSCC will provide an interpreter if necessary and upon request of one of the Members.  

2.5 Discretion to Extend Timelines

2.5 (a) To support procedural fairness and the effective implementation of the DRMP, the President and Adjudicator may, in exceptional circumstances, extend any deadline or time period set out in the DRMP if the party seeking the extension provides a reasonable explanation for the delay, the delay is unlikely to cause prejudice or undue hardship to either party, and an extension would further the intent of the Code. Before granting an extension, the other Member shall be notified and given seven (7) calendar days to object.

2.5 (b) In making such a determination, the President and Adjudicator may consider factors such as the time since the alleged Code breach took place, the complexity of the matter, extenuating circumstances and any other relevant considerations.  The President and Adjudicator will consult with the Members to obtain their comments before deciding whether to grant an extension. The decision will be final and communicated in writing to both Members.

2.5 (c) Where a timeline in this Manual expires on a weekend or on a public holiday recognized in the location where one of the Members carries on business operations, the timeline shall be deemed to expire on the next business day.

3. Resolution of Disputes

3.1 Principles

3.1 (a) The principles of transparency and certainty, fair dealing, timeliness, and simplicity are set out in the Code and are intended to guide all decisions under this DRMP.

All parties involved in a process under this Manual, including Members, the President and Adjudicator, as well as staff of the OGSCC, are expected to act in a manner consistent with these principles and provisions of the Code.

For greater clarity, the principle of transparency is not intended to create any disclosure obligations on either party.

3.1 (b) The President and Adjudicator, as well as staff of the OGSCC, must act with impartiality throughout all stages of the DRMP, in accordance with the Code and in pursuit of its objectives.

3.2 Dispute Resolution in Agreements

3.2 (a) Parties should have clear dispute resolution and escalation mechanisms set out in their Agreements, if any.

3.2 (b) A key principle of dispute resolution under the Code will be that the Parties should first exhaust all internal dispute resolution and escalation mechanisms set out in any Agreements prior to resorting to the DRMP.

3.2 (c)  If the Agreement is silent on a dispute resolution and escalation mechanism, then the following steps should be fully exhausted as a precondition of either Party referring any dispute relating to the Agreements or the Code to the DRMP:

1. The dispute should be reviewed by the representative, as set out in section 5.1 of the Code, in a timely and effective manner; and
2. If dispute is still unresolved, the dispute should be escalated to a designated member of senior management for each Party with a decision to be provided to the Parties in a timely and effective manner.

3.2 (d) Parties will have 30 days in the case of 3.2 (c)(I) and an additional 30 days in the case of 3.2 (c)(II) to attempt to find a mutually agreeable resolution. 

4. Accessing the DRMP

4.1 Application Process

4.1 (a) Members must begin by contacting the OGSCC to initiate the pre-application step. This preliminary stage is intended for the OGSCC to identify whether the dispute is Code-related, ensure that Members are aware of relevant Code guidance materials, and confirm that the internal resolution steps outlined in section 3.2 have been fully exhausted. This step is informational and does not constitute formal entry into the DRMP.

4.1 (b) To formally access the DRMP, a Member (the “initiating Member”) must submit an application package to the OGSCC. This package will include:

1. a form that includes a brief description of the dispute, the relevant section(s) of the Code that are alleged to have been breached; a summary of the facts from the Member’s perspective; and an indication of the Member’s preferred means of dispute resolution (Mediation and Adjudication, or only Adjudication) and what the initiating Member is seeking by way of resolution of the dispute;
2. any supporting documents which the initiating Member wants to share with the Adjudicator; and
3. a declaration confirming that all pre-condition resolution steps (as described in sections 3.2 of this Manual), to the extent applicable, have been exhausted.

4.1 (c) Once the initiating Member’s submission package is received, the OGSCC will notify the other Member (the “responding Member”) that a DRMP application has been filed, share the initiating Member’s application package with them and invite them to submit their own submission package using the same form and requirements as described in section 4.1(b), within 30 calendar days. This second submission will allow the responding Member to provide their perspective (including whether the dispute is Code-related), supporting materials, and indication of preferred process.

4.1 (d) The OGSCC will compile a dossier using the information provided by both Members in accordance with sections 4.1(b) and (c). This dossier will serve as the foundational reference document for both Mediation and Adjudication, as the case may be. Before the dossier is shared with anyone, each Member will be given an opportunity to identify and redact any Commercially Confidential Information from their own submissions. Once redactions are completed, the finalized dossier will be shared with both Members to ensure transparency in the DRMP process.

4.1 (e) At any time, an initiating Member may withdraw an application made under the DRMP. Once an application has been withdrawn, it cannot be refiled.

4.2 Role of OGSCC during the Application Process

4.2 (a) During the Application Process, OGSCC staff will not provide case-specific interpretations of the Code, assess the merits of a Member’s position, or offer opinions as to whether a breach of the Code has occurred. 

4.2 (b) The role of OGSCC staff during the Application Process is to:

1. refer Members to relevant provisions of the Code and available guidance materials;
2. clarify that the dispute resolution steps set out in sections 3.2 should be fully exhausted prior to accessing the DRMP;
3. explain the options available under the DRMP, including Mediation and Adjudication, and the procedural requirements associated with each; and
4. determine if the dispute is a Code-related issue that can proceed with the DRMP process.

4.2 (c) The President and Adjudicator may dismiss a request for accessing the DRMP where:

1. the request does not relate to a Code-related issue;
2. the request is frivolous, repetitive, or made in bad faith; or
3. the dispute falls within the categories listed in section 2.2(b).

The President and Adjudicator will consult with the Members to obtain their comments before deciding whether to dismiss the request. After considering those comments, the President and Adjudicator will issue a final decision.

5. Mediation

5.1 Accessing Mediation

5.1 (a) Mediation is optional and non-binding. It is available to Members who have completed the Application Process described in section 4.1 and indicated in their application package that they wish to proceed with Mediation.

5.1 (b) If one or both Members involved in a dispute do not want to go through Mediation, the dispute will not go through Mediation and will instead go straight to Adjudication.

5.2 Mediator Roster and Costs

5.2 (a) The OGSCC will establish and maintain a roster of pre-qualified Dispute Resolution Professionals to conduct DRMP Mediation.

5.2 (b) The OGSCC will cover the cost of Mediation services under the DRMP for up to four (4) hours. If additional time is needed, the mediator may recommend an extension. In such cases, the Member(s) must obtain prior approval from the President and Adjudicator for any further Mediation costs to be covered.  Where such approval is not granted, the Members may nonetheless agree to extend the Mediation at their own expense, with costs to be shared as agreed between them.

5.2 (c) If both Members are unable to agree on a mediator from the list provided by the OGSCC within 30 calendar days of receiving the list, one of the Members can proceed directly to Adjudication.

5.2 (d) If both Members choose to proceed with Mediation using a mediator who is not on the OGSCC roster, they forfeit access to OGSCC-funded Mediation and will be responsible for covering all associated costs.  Such costs shall be shared equally between the Members, unless they mutually agree otherwise.

5.3 Mediation Process

5.3 (a) The role of the mediator is to help Members reach a mutually acceptable resolution. The mediator does not make decisions or impose outcomes.  Instead, the mediator facilitates communication, identifies issues, and encourages understanding and compromise.

5.3 (b) The dossier developed during the Application Process (described in section 4.1) will be provided by the OGSCC to the mediator as the primary reference for Mediation discussions. Members may also submit additional documents or information directly to the mediator. Such materials will not be shared with the Adjudicator or the OGSCC unless the submitting Member expressly agrees. Any additional information shared with the mediator must also be provided to the other Member, subject to redaction for Commercially Confidential Information.

5.3 (c) The Mediation process will be considered concluded under any of the following circumstances:

1. the Members jointly notify the President and Adjudicator that the matter has been resolved;
2. the mediator confirms in writing that a mutually acceptable resolution has been achieved;
3. a Member formally withdraws their complaint;
4. one or more Members notify the President and Adjudicator that they wish to withdraw from Mediation and proceed with Adjudication; or
5. the allotted Mediation time expires without a resolution being reached, subject to any time extension granted in accordance with this Manual.

6. Adjudication

6.1 Accessing Adjudication

6.1 (a) Adjudication is a formal process in which the Adjudicator receives information from the Members about a Code-related dispute and provides a concise written decision on whether a breach of the Code has occurred.

6.1 (b) Adjudication is available to any Member who wishes to initiate it, whether or not the parties have participated in Mediation. It is open to a Member that has completed the Application Process steps described at section 4.1.

6.1 (c) Adjudication begins at the request of one or both Members, once Mediation has concluded in accordance with section 5.3(c)(IV) or (V) or if one or both Members choose not to proceed with Mediation.

6.2 Submissions and Information Exchange

6.2 (a) Upon initiating Adjudication, the Adjudicator will invite the initiating Member to review their application dossier and, if they wish, provide supplementary information or documentation within fifteen (15) calendar days. Once received, the revised dossier will be shared with the responding Member. The Adjudicator will then invite the responding Member to review the revised dossier and, if they wish, provide supplementary information or documentation within fifteen (15) calendar days. Any supplementary materials submitted by either Member can be redacted for Commercially Confidential Information before being shared with the OGSCC and the other Member.

6.2 (b) The Adjudicator cannot compel Members to provide information. However, Adjudication decisions will be based solely on the information made available during the DRMP process.

6.3 Adjudicator Decision

6.3 (a) The Adjudicator will consider the relevant Code provisions as well as information submitted by the Members during the DRMP process and will invite both Members to attend an Adjudication meeting before rendering a decision.

6.3 (b) In making a decision, the Adjudicator will issue one of the following determinations:

1. Finding of Code Breach; or
2. No Finding of Code Breach.

6.3 (c) The Adjudicator will issue a written decision to both Members within 30 calendar days of the Adjudication meeting.  The decision will not be made public and will be delivered only to the Members involved in the dispute.  The written decision will identify the Members involved, provide a brief description of the facts, reference the applicable Code provision(s), and set out the reasons for the decision. The decision may also include Adjudicator recommendations for resolving the dispute.

6.3 (d) The Adjudicator’s decision is non-legally binding, but it is final and cannot be appealed as it relates to the Code or the DRMP. For greater certainty, the Adjudicator’s decision does not affect any rights or remedies the parties may have in contract or in law.

6.4 Notice of Non-Compliance

6.4 (a) If the decision finds that the Code has been breached, the President & Adjudicator will, after delivering the decision, issue a public Notice of Non-Compliance to the Member found to have breached the Code. This Notice will also be provided to the other Member and published on the OGSCC website.  

6.4 (b) The Notice of Non-Compliance will state:

1. the provision of the Code which has been breached;
2. the name of the Member who was found to have breached the Code;
3. the date that the breach occurred;
4. a brief summary of the facts constituting the breach (which shall not include Commercially Confidential Information); and
5. a requirement that the Member found to have breached the Code confirm to the Adjudicator, within thirty (30) calendar days of receiving the Notice of Non-Compliance, that actions have or will be, taken in response to the finding of the Adjudicator.

6.4 (c) Both parties to the complaint will have the opportunity to review a draft of the Notice and make suggestions to the Adjudicator regarding the redaction of Commercially Confidential Information before the Notice is made public.

6.5 Remediation Plan

6.5 (a) Where a Member has been found to have breached the Code, that Member must, within 30 days of the release of the Notice of Non-Compliance, confirm to the Adjudicator and the complainant that actions have been, or will be, taken in good faith in response to the finding of the Adjudicator including a description of the specific actions undertaken or proposed.

6.5 (b) If the Member who has been found to have breached the Code does not provide such confirmation within the DRMP timelines, then this will be noted on the Notice of Non-Compliance published on the OGSCC website relating to the breach in question.  Then the updated Notice of Non-Compliance will be delivered to both parties and published on the OGSCC website indicating that a Remediation Plan was not provided.

6.5 (c) For greater certainty, nothing in this section 6.5 shall prevent a Member from commencing a new dispute if it believes that, despite actions taken by a Member as a consequence of a Notice of Non-Compliance, a Member is still in breach of the Code.

7. Roles and Responsibilities During Dispute Resolution

7.1 OGSCC

7.1 (a) The President and Adjudicator is responsible for overseeing the integrity of the DRMP and liaising with Members as required. During Adjudication, the Adjudicator considers the dispute and the perspectives of both Members before issuing a decision. 

7.1 (b) OGSCC staff are responsible for administering the DRMP including the Application Process, maintaining a roster of third-party mediators, and answering questions about the DRMP. They serve as impartial conveyors of information and do not adjudicate or offer opinions on specific cases or issues.

7.1 (c) The President and Adjudicator as well as OGSCC staff will treat all information exchanged during the DRMP, including application submissions, dossiers, supporting materials, Mediation outcomes and Adjudication decisions, as strictly confidential. Such information will not be disclosed outside the OGSCC or to any other Members. The fact that a DRMP process is underway, or has occurred, will also remain confidential. The only information that may be made public is a Notice of Non-Compliance, where applicable.

7.2 Members

7.2 (a) Members agree to abide by the dispute resolution processes outlined in the DRMP.

7.2 (b) Members participating in the DRMP are required to keep confidential all information exchanged during the process. This includes application packages, dossiers, supporting materials as well as Mediation outcomes and Adjudication decisions. Information may only be shared within a Member’s organization with individuals who need it to manage the dispute, such as an organisation’s Code representative. Members must also keep confidential the fact that a DRMP process is underway or has occurred. The only information that may be made public is a Notice of Non-Compliance, where applicable.

8. Confidentiality and Use of Information

8.1 Confidentiality of DRMP

8.1 (a) All dispute resolution processes under the DRMP, including the Application Process, Mediation, and Adjudication, are conducted on a confidential basis. Information may be shared between the disputing Members, the OGSCC, and any assigned mediators, but will not be disclosed beyond these parties unless both Members agree otherwise in writing.

8.1 (b) All information shared during the DRMP, including the fact of an application by a Member, must be kept confidential by both Members and OGSCC staff and may only be used for the purpose of resolving a dispute through the DRMP process. It may not be disclosed, cited, or relied upon in any subsequent commercial dealings, legal proceedings, or public communications, except where required by law. In particular, such information may not be used for commercial retaliation, to influence future negotiations, or for marketing or reputational purposes. In instances where a Member or the OGSCC becomes aware of a legal obligation to disclose any information received during the course of the DRMP, that Member or the OGSCC must, where legally permissible, promptly inform the impacted Member(s) in advance so they have an opportunity to take steps to object to the disclosure in the appropriate forum.

8.1 (c) This confidentiality obligation does not preclude the OGSCC from:

1. publishing Notices of Non-Compliance;
2. releasing anonymized aggregate summaries of dispute trends and outcomes, provided that no identifying or Commercially Confidential Information is disclosed; and
3. where a dispute involves Members that are licensed, or subject to license, under the Fruit and Vegetable Dispute Resolution Corporation (DRC), sharing information with the DRC to determine jurisdiction and avoid duplication of proceedings, provided that such information is treated as confidential by both organizations and used solely for the purpose of coordinating dispute resolution responsibilities.

8.2 Legal Disclosure and Discovery

Members should be aware that confidentiality within the DRMP does not prevent the disclosure of information where required by law. This includes compliance with legal processes such as discovery in civil litigation, court orders, subpoenas, or investigations conducted by regulatory authorities. While all DRMP processes are confidential, the President and Adjudicator as well as Members may be legally compelled to disclose information if required under applicable laws. However, before providing any confidential information, the OGSCC should give the impacted Member(s) notice and an opportunity to object in the appropriate forum, if it is legally permissible to do so.

9. Costs and Fees

9.1 (a) There are no costs for Members for OGSCC services related to the Application Process, Mediation or Adjudication.

9.1 (b) Notwithstanding section 9.1(a), if a Member is found to be using either the Application, Mediation or Adjudication processes in a frivolous or abusive manner or repeatedly engages in conduct that results in unnecessary or avoidable dispute resolution requests, the OGSCC may recover costs by increasing that Member’s annual dues on a one-time basis.

10. Coming Into Effect & Review

10.1 Coming into Effect

This DRMP comes into effect on January 1, 2026.

The Code has been in effect since June 1, 2025. Notwithstanding the formal effective date of the DRMP, the DRMP may be applied to address a dispute that arises between June 1, 2025, and December 31, 2025, provided that:

1. both parties were Members in good standing at the time that the Code-related dispute occurred; and
2. all applicable conditions of the DRMP are met.

10.2 Regular Review of the Manual

10.2 (a) To ensure the continued effectiveness of the DRMP, this Manual will be reviewed one year after it comes into effect, and every two years thereafter, or as required.

10.2 (b) The purpose of each review will be to assess the clarity and efficiency of the DRMP, its alignment with the objectives and principles of the Code, and its responsiveness to emerging trends, challenges, or gaps in dispute resolution practices.

10.2 (c) Reviews will be conducted by the OGSCC in consultation with Members. Any proposed updates or changes to the DRMP and this Manual will follow amendment and approval procedures as required for the Code under the By-Laws and Operating Rules.