1. This appeal concerns a claim by the Appellant for a success fee (“Transaction Fee”) in respect of a fundraising transaction entered into by the Respondent after the termination of a Financial Advisory Agreement supplemented by an Addendum (“FAA”). 2. The central question before this Court concerned the correct approach to contractual interpretation and the possible implication of terms in relation to contracts governing such payments. 3. The Respondent, pursuant to the FAA, engaged the Appellant to act as its financial adviser and sought advice and assistance on fundraising with a view to the Respondent expanding its business internationally. 4. The material provisions of the FAA stated that (1) the Appellant should provide a range of services to the Respondent during the period of its engagement, (2) the Appellant would be entitled to a Transaction Fee if the Respondent entered into a fundraising transaction and (3) the Appellant would in certain circumstances be protected by a so-called “tail-gunner clause” (“TGC”) so that the Appellant would be entitled to a Transaction Fee if a fundraising transaction were to take place within two years after the termination of the FAA. 5. In April 2009, the Appellant introduced Dentsply International Inc (“Dentsply”) to the Respondent as a prospective investor. After having a telephone conference, Dentsply decided not to invest in the Respondent. 6. In May 2010, after the FAA was terminated and without the Appellant’s participation, Dentsply approached the Respondent for business dealings. This eventually led to Dentsply’s investment in the Respondent (the “Investment”), and the parties announced the deal in December 2010. 7. In September 2011, the Appellant commenced an action against the Respondent for payment of a Transaction Fee pursuant to the TGC before the Court of First Instance (“CFI”). The CFI dismissed the Appellant’s claim, holding that the Appellant had failed to show that any work done by it was the effective cause of the Investment. The Appellant appealed to the Court of Appeal (“CA”) which dismissed the Appellant’s appeal, holding that the Appellant was not entitled to a Transaction Fee merely for having introduced a party to the Respondent without any involvement in the resultant transaction. 8. The Appellant argued before this Court that the TGC should be construed as requiring merely the introduction of a party as opposed to introduction of the ultimate transaction to entitle it to payment. The Appellant further contended that it should alternatively be entitled to a Transaction Fee by “shaping up” the Respondent to make it more attractive to potential investors. Both arguments were rejected by this Court. 9. The Court held that the purpose of the TGC was to guard against the Appellant being unfairly deprived of a Transaction Fee which it had substantially earned. 10. After interpreting the material provisions of the FAA, it held that it was not enough merely to introduce a third party, but the Appellant was also required to contribute to achieving the successful completion of an actual fundraising transaction in order to earn a Transaction Fee. Therefore, it was insufficient for the Appellant to have merely introduced the Respondent to Dentsply without having played any part in relation to achievement of the eventual transaction. Disposition 11. Accordingly, the Court unanimously dismissed the appeal.