Joyce Harris

A former law firm partner brought an application disputing liability for goodwill payments and accounting fees following his withdrawal from the partnership.

The central issue was whether the goodwill buy‑in constituted a fixed obligation payable over five years or annual payments contingent on continued partnership membership.

The court held that the parties had not expressly addressed early departure and that the available documentation and surrounding circumstances supported the interpretation that goodwill payments were contingent on partnership earnings during each year.

As the applicant left the partnership after two years, he was not liable for the remaining goodwill payments.

The court also held that accounting services incurred to resolve disputes regarding the firm's records were firm expenses, not the applicant’s personal liability.

The defendant corporation brought a motion for summary judgment dismissing an action for wrongful dismissal arising from the termination of a management consulting agreement.

The defendant alleged that the plaintiff consultant committed a “criminal act of dishonesty” by installing hidden surveillance cameras to intercept private communications at a company property, relying on a prior finding that the conduct breached s. 184(1) of the Criminal Code.

The court held that determining whether the criminal act constituted dishonesty within the contractual clause, and whether the act was intended to result in personal gain at the company’s expense, required a contextual assessment of intent and surrounding corporate conflict.

Given conflicting evidence regarding the plaintiff’s motives and the broader corporate struggle between board factions, the issues were unsuitable for determination on a summary judgment record.

A full trial was required to properly assess credibility and context.