Legal Blog

Employment Agreement Termination Clauses

Baker v. Van Dolder and Li v. Wayfair, 2026 ONCA 568

The Ontario Court of Appeal addressed conflicting lower court rulings regarding virtually identical employment termination clauses, clarifying that courts must apply modern principles of contractual interpretation rather than a technical, isolated reading of phrases like “at any time” or “for any reason”. In Baker, the lower court had voided a contract for containing termination without cause “at any time” language and a with-cause standard, while in Li, the lower court had upheld a contract allowing termination “at any time and for any reason”. The Court of Appeal allowed the appeal in Baker and dismissed the appeal in Li, concluding that when read in the context of the entire agreement and the parties’ objective intentions, both contracts demonstrated a clear commitment to comply with the minimum standards of the Employment Standards Act. Consequently, the court ruled that the termination provisions were valid and enforceable.

End of Road

Lynch v. Ross Wilson Holdings Ltd., 2026 ONSC 2471

Landlord and Tenant Board granted eviction order due to substantial rent arrears. The tenant appealed, and the eviction was automatically stayed. A case management judge established interim payment terms requiring the tenant to pay ongoing rent and $1,000 monthly toward arrears to maintain a statutory stay. The tenant failed to make any payments and brought a review motion, leading the landlord to request enforcement of the eviction order. The Divisional Court dismissed the tenant’s stay motion, lifted the stay of the Landlord and Tenant Board’s eviction order, and directed immediate enforcement. The court reasoned that a statutory stay pending appeal does not exist to provide tenants with rent-free living at the landlord’s expense.

Wilful Concealment

Paterson v. Royal Bank of Canada, 2026 ONCA 480

On summary judgment, the motion judge struck the plaintiff’s statement of claim, which alleged that the defendants conducted a decades-long campaign to injure and defame him. The Court of Appeal determined that the 15-year ultimate limitation period barred the action because the plaintiff knew the core facts of his claim by 2004 at the latest. The doctrine of wilful concealment could not toll the limitation period because the requisite causative element (i.e., ignorance of the cause of action caused by misconduct), was absent given the plaintiff’s own prior knowledge.

Declaration – Limitations

Never Forgotten National Memorial Foundation v. Canada (Parks), 2026 ONCA 489

The plaintiff sued the defendant for damages and declaratory relief regarding the 2016 termination of a memorandum of understanding for a military memorial. The plaintiff conceded that its damages claim was statute-barred but argued that the claim for declaratory relief was exempt from the limitation period. The Court of Appeal agreed with the motion judge that a declaration lacked any real-world effect, meaning it could not be used to bypass the two-year limitation period.

Krystyne Rusek Recognized in Best Lawyers in Canada 2027

Speigel Nichols Fox LLP is pleased to announce that Krystyne Rusek has been recognized for a third year in Best Lawyers in Canada™ 2027 for her work in Trusts and Estates.

This recognition is based on peer review and reflects the trust, respect, and confidence of fellow professionals within the legal community.

Congratulations Krystyne!

Cyber Fraud

Mississippi Mills (Town of) v. 16442676 Canada Inc., 2026 ONSC 2052

A municipality fell victim to cyber fraud when scammers impersonated a project manager and redirected construction funds into a fraudulent bank account. After paying the contractor a second time, the municipality commenced an action and successfully secured and froze a majority of the diverted money. The municipality then moved for a default judgment against the named defendants. The court granted the motion, awarding the plaintiff the full diverted amount, plus $100,000 in punitive damages and full indemnity costs. The court reasoned that punitive damages were vital to deter cyber-fraud and express strong disapproval of the reprehensible misconduct, while full indemnity costs protected local taxpayers from bearing the financial burden of the fraud.

Contract Interpretation

Brillion Homes Ltd. v. Tony Hayre Management Services Ltd., 2026 BCCA 303

A construction manager claimed against the owner after a project was delayed and invoices remained unpaid. The contract was for a 12-month completion and valued at $220,000, payable at $15,000 per month. The project was delayed for three months and the construction manager stayed for two of those three months and claimed an extra $30,000 for its time. The trial judge held that there was an implied term that the owner was to pay the manager $15,000 per month. The Court of Appeal held that it was not open to the trial judge to imply a term that contradicted the contract, which had a fixed sum of $220,000. The Court of Appeal therefore held that the total amount to which the manager was entitled was $220,000 x 14/54 = $205,333.

Spoliation

SS&C Technologies Canada Corp. v. Bank of New York Mellon Corp., 2026 SCC 29

Data provider and bank entered into a 1999 volume-based licensing agreement that barred the bank from sharing or selling proprietary market-pricing data to third parties or affiliates. The provider later discovered that a joint venture had received the data for free both before and after the agreement ended in 2011, and that the bank had failed to preserve or account for records of its redistribution. The trial judge found a breach, rejected both parties’ damages theories, and awarded US$5 mil using a “rateable approach” based on the proportion of unaccounted-for data, while drawing only a weak adverse inferences. The Supreme Court of Canada held that once spoliation is established, courts must draw mandatory adverse inferences to fill the evidentiary gap, and that the rateable approach was flawed, arbitrary, and disconnected from the evidence. It remitted the matter was remitted for reassessment of damages on the existing record, with discretion to admit further evidence, to properly reflect the scope, context, and impact of the bank’s spoliation across up to 65 unauthorized entities over 17 years.

Bankruptcy – Equity Claim

YG Limited Partnership and YSL Residences Inc. (Re), 2025 ONCA 591

Employee filed claims for wrongful dismissal and breach of a profit-sharing agreement against the employer’s estate under the Bankruptcy and Insolvency Act. The trustee disallowed the profit-sharing claim, treating it as both an equity claim and a contingent, remote claim. The Court of Appeal held that the claim was an unliquidated damages claim for breach of the employment agreement, not an equity claim, and that it was neither contingent nor remote. See ss 2 (equity claim). 121, and 135(1.1) of the BIA.

Appeal Route – Construction Lien

Castle Homes Design Inc. v. McKenzie, 2026 ONCA 98

Lien claimant appealed the dismissal of its action and a substantial indemnity costs award after missing several court-ordered deadlines. Although it appealed to the Court of Appeal, it later sought to transfer the matter to the Divisional Court or, alternatively, obtain more time to perfect the appeal. The motion judge refused the transfer because conflicting authorities left the proper appeal route unclear. However, the judge granted an extension of time, finding that the interests of justice favoured allowing the appeal to proceed in the Court of Appeal so the Court could clarify the appeal route for construction disputes.