Legal Blog

Frayed Relationships – Van Allen v. Vos

In this case, two business partners who ran a dental clinic together decided to terminate their partnership after 20 years. In attempting to terminate the partnership, their relationship broke down. 

https://www.canlii.org/en/on/onca/doc/2014/2014onca552/2014onca552.pdf

From the recent Court of Appeal for Ontario decision, Van Allen v. Vos, 2014 ONCA 552

We glean the following key facts:

1. ensure your agreements reflect exactly what you intended them to reflect, in plain English. A concise contract is an easily enforceable one;

2.  Vos, the respondent in this case was entitled to rely on his accounting staff, without having to “retain [an] accountant to review … documentation supporting … financial statements”; and most importantly,

3. do what you contract to; do not breach a contract and then subsequently claim “the doctrine of laches precludes [my partner’s] claim” or because I was not caught earlier, “the conduct of the parties represented their shared understanding, and [my partner] is estopped from arguing otherwise”. Based on Van Allen, the courts will not buy what you’re selling.

4. “It is reasonable discoverability – rather than the mere possibility of discovery – that triggers a limitation period”.  (see para. 34 of the decision for the full discussion)

To ensure your business agreements are up to snuff, contact Irving Fox.

Written by Molly Luu Molly Luu is an advocate whose practice focuses on commercial litigation. She has experience representing clients involved in disputes relating to contracts, insolvency and bankruptcy, and construction matters.

Image courtesy of Flikr, Creative Commons.