Patrick Pengelly

The moving parties brought a motion for leave to appeal the decision of Akazaki J. dated January 14, 2026.

The Divisional Court granted the motion for leave to appeal, without costs.

An engineer employed by an engineering firm acquired shares in the company and sold them back for $891,820 to be paid in ten installments.

After the employee resigned and became CEO of a rival firm, the company refused to make further payments, alleging breach of fiduciary duty through solicitation of employees and use of confidential information.

The employee sued for breach of contract.

The motion judge granted summary judgment, finding no breach of fiduciary duty caused any harm.

The company appealed, arguing that breach of fiduciary duty cases are unsuitable for summary judgment and require a full trial.

The appellate court dismissed the appeal, holding that breach of fiduciary duty is not a special category exempt from summary judgment and that no genuine issue for trial existed on the record.

Following a successful summary judgment motion for breach of contract, the plaintiff sought costs of $96,013.32.

The defendant argued the amount was excessive based on a quantitative comparison of hours docketed by counsel.

The court rejected the purely quantitative approach, noting it undervalued the qualitative aspects of the case, including the fact that the plaintiff had to defend against a substantial setoff claim alleging breach of fiduciary duty.

The court awarded the plaintiff costs as requested.

The plaintiff, a former senior executive, moved for summary judgment to enforce payment of outstanding installments for the sale of his shares to the defendant company.

The defendant resisted, asserting an equitable setoff for alleged breaches of fiduciary duty and misappropriation of confidential information by the plaintiff after his departure.

The court found no genuine issue for trial regarding the alleged breaches of fiduciary duty or misappropriation of confidential information, dismissing the defendant's setoff claim.

The court granted summary judgment to the plaintiff for the present value of the outstanding share payments, determining an appropriate discount rate based on expert evidence.