COURT FILE NO.: CV-14-20888
DATE: 20150807
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
Miller, Canfield, Paddock and Stone LLP
Plaintiff
– and –
BDO Dunwoody LLP
Defendant
Myron W. Shulgan, Q.C. for the Plaintiff
James Thomson, for the Defendant
HEARD: July 27, 2015
hebner, J.:
[1] There are two motions before the court. They are:
A motion brought by the defendant, BDO Dunwoody LLP, for summary judgment dismissing the action against it. BDO also requests an order for the delivery of all files in the possession of Miller, Canfield, Paddock and Stone LLP, Donald Leschied and/or Shibley Righton LLP including all files relating to the Ontario Superior Court of Justice action number CV-08-10694CM and all files relating to the criminal proceedings against Michael McCreight and Gregory Skinner;
A motion brought by the plaintiff, Miller, Canfield, Paddock and Stone, LLP, requesting a declaration that BDO is indebted to Miller, Canfield, Paddock and Stone, LLP for the sum of $427,891.57. Miller, Canfield, Paddock and Stone, LLP also request judgment in that amount.
Background
[2] The background facts are not in dispute. Between 1999 and 2006 the Canada Revenue Agency (“CRA”) and the Department of Justice Canada (“DOJ”) pursued criminal charges against two members of BDO Dunwoody LLP (“BDO”), namely Michael McCreight (“McCreight”), a tax partner and Gregory Skinner (“Skinner”), a senior manager. BDO supported McCreight and Skinner throughout the investigation and prosecution of the criminal charges. BDO funded the cost of their defence in the approximate sum of $3.2 million. In February, 2006 the charges against McCreight and Skinner were dismissed at the preliminary hearing stage.
[3] In November 2006, Donald Leschied of Miller, Canfield, Paddock and Stone LLP was asked for an opinion whether BDO, along with McCreight and Skinner, had a basis to pursue civil claims for damages arising from wrongful prosecution. Leschied reviewed the file and concluded that grounds existed on which civil claims for damages could be pursued. BDO wanted to pursue such a claim, but having spent in excess of $3 million on the defence of McCreight and Skinner was not prepared to fund a lawsuit.
[4] In April, 2007 a retainer agreement was struck between BDO and Miller, Canfield, Paddock and Stone LLP (“MCPS”). The retainer agreement included the following clauses:
THIS AGREEMENT HEREBY CONFIRMS that we have retained Miller, Canfield, Paddock and Stone, LLP (our “firm”) to act on our behalf in any and all proceedings against the informant(s), the DOJ, the CRA and their servants, agents and employees including the Crown Attorneys that prosecuted such charges, as agents for the DOJ with respect to the alleged wrongful prosecution, negligent investigation against both McCreight and Skinner that culminated on February 28, 2006 in the complete dismissal of all such charges.
Fees
In the event of a recovery for damages, costs or prejudgment interest in favour of the McCreight, Skinner, their respective spouses or BDO, which shall include any and all such damages, costs or prejudgment interest herein referred to and claimed in the Statement of Claim and any amendment thereto, our firm shall receive a contingency fee of up to 25% of the gross recovery of such damages, costs or pre-judgment interest recovered. This fee agreement upon completion of the retainer may be approved by the instance of any party to a judge pursuant to the Solicitors Act, R.S.O. 1990, c. S.15 as amended.
Further, the firm shall be at liberty to interim bill for disbursements, in excess of $5,000 to Mr. McCreight and Mr. Skinner, from time to time, and such disbursements shall be indemnified and paid by BDO, subject to an accounting if necessary.
Proprietary Interest in any Final Settlement or Judgment
McCreight and Skinner hereby agree to include and protect by way of damages all legal fees paid by BDO for their legal defence of such charges and agree to include such claim notwithstanding BDO shall not be a party to such civil proceedings and in the event of a Final Settlement of Judgment in which damages are recovered that includes such legal fees, McCreight, Skinner and BDO affirm their own separate agreement dated April 12, 2007 as to the apportionment between the proprietary right to BDO in such settlement to the extent that legal fees have been recovered and any personal claim(s) recovered for and on behalf of McCreight, Skinner and their respective spouses.
[5] Under the heading “Termination of Legal Services” the following appears:
Termination of Legal Services
At all times, you shall have the right, with or without cause, to cancel our services upon written notice to that effect. In the event that you decide to cancel our services Mr. McCreight, Mr. Skinner and BDO will be jointly and severally responsible to protect and pay the value of all services to date and to keep such services protected in the event new counsel is retained.
In the event that you obtain new counsel, our services will be based principally on the time spent by us on your behalf. In determining the amount of time that may be charged to your account, including travel time, we shall keep a record of all billable time and prepare an account in accordance with same. The following personnel may provide services in relation to this matter at their current hourly rates for professional services:
Michael H. Gordner $450.00
Donald W. Leschied $525.00
Stephen R. Marentette $175.00
Student-at-law $75.00
[6] The agreement was signed by Donald Leschied and Michael Gordner on behalf of MCPS. It was signed by Michael McCreight and his spouse, Kim McCreight. It was signed by Greg Skinner and his spouse, Joan Skinner. Lastly, the agreement was signed by Randy Berry, on behalf of BDO.
[7] Mr. Leschied drafted and issued a statement of claim against CRA, the Attorney General of Canada, and a number of other named individuals. The claim was issued on February 25, 2008 in Windsor, Ontario. The claim is voluminous. It is 111 pages, 315 paragraphs long. The plaintiffs are Michael McCreight, Kim McCreight, John Gregory Skinner, Joan Skinner and BDO Dunwoody LLP. It bears court file number CV-08-10694CM.
[8] On April 27, 2012, on motion by the defendants in the action described above, Patterson J. dismissed the action as against many of the defendants and struck many of the causes of action. The only cause of action not struck was that of misfeasance in public office.
[9] MCPS recommended that BDO undertake an appeal from Patterson J.’s order. On May 25, 2012, Mr. Gerard Chouest, counsel for BDO, had a conversation with Mr. Leschied. Mr. Leschied advised that MCPS did not have counsel capable of prosecuting such an appeal and recommended that the firm of Pape Barristers be retained for that purpose. Mr. Leschied explained to Mr. Chouest that MCPS had lost a number of lawyers and were simply not able to conduct the appeal. The same day, Mr. Chouest instructed MCPS to take all steps necessary to protect BDO’s right of appeal. Mr. Chouest’s e-mail to MCPS dated May 25, 2012 includes the following:
Once the steps necessary to protect the right of appeal have been taken your firm is directed to take no further steps until such time as we have been able to discuss and agree on a course of action.
[10] MCPS responded on May 28, 2012. The e-mail from MCPS dated that day confirms that the notice of appeal has been served and filed. It then contains the following paragraphs:
I should remind you that, because no evidence was taken at the motion to strike, THE DEADLINE TO PERFECT THE APPEAL IS THIRTY (30) DAYS FROM MAY 25, 2012 UNLESS AN ORDER IS GRANTED EXTENDING THE TIME WITHIN WHICH THE APPEAL IS TO BE PERFECTED. On complicated appeals, a single Judge of the Court of Appeal will generally speaking extend the time and I have done so in the past.
Neither Paul Pape nor our firm will perfect the appeal unless we receive your instructions promptly and confirmation that the cost of the appeal will be billed directly to BDO Dunwoody LLP.
[11] Thereafter, the communication between MCPS and BDO devolved into an argument over who would be required to pay for the services of Pape Barristers to conduct the appeal. Mr. Chouest, on behalf of BDO, told Mr. Leschied that it was the responsibility of MCPS to fund the appeal. The following communications took place:
a) Mr. Chouest wrote to Mr. Leschied on June 14, 2012. Mr. Chouest, in that correspondence, took the position that MCPS is required to “. . . act on behalf of BDO by perfecting and arguing the appeal.” Mr. Chouest went on to say:
If Miller Canfield requires assistance to perfect and argue the appeal, BDO consents to your retainer of Paul Pape to act in that regard. However, responsibility for Mr. Pape’s fees and disbursements will remain with Miller Canfield throughout. Any recovery from BDO will be strictly governed by the terms of the Retainer Agreement.
In the same letter, Mr. Chouest went on to state:
Your email of May 28, 2012, is an anticipatory breach of the Retainer Agreement. . . . Miller Canfield may cure the breach by withdrawing the email of May 28, 2012, and confirming that it will proceed with perfection and argument of the appeal. In doing so, Miller Canfield is authorized to retain the services of Paul Pape, provided Miller Canfield also confirms it recognizes its responsibility for Mr. Pape’s fees and disbursements subject only to such rights of recovery from BDO as may exist under the terms of the Retainer Agreement.
b) Mr. Chouest did not receive a response to his June 14, 2012 letter and wrote again to Mr. Leschied on June 19, 2012. This letter includes the following:
On June 14, 2012 we wrote to advise you that BDO and related parties would be prepared to allow Miller Canfield an opportunity to cure its anticipatory breach of the retainer agreement by taking certain steps by noon on Friday, June 15, 2012. Miller Canfield failed to take those steps and has repudiated the retainer agreement. BDO and related parties accept this repudiation.
c) Still having received no response from Mr. Leschied by July 4, 2012 Mr. Chouest wrote again. In that letter, he states: “We are required to respond to the Crown Defendants’ Costs Submissions by July 17 and require the file promptly in order to make that response.”
d) Mr. Leschied responded to Mr. Chouest by letter dated July 18, 2012. That letter includes the following:
I pointed out that the Retainer Agreement provided that disbursements over $5,000.00 could be billed to BDO in any event and that counsel fees for the appeal would fall within that Agreement on disbursements.
As our services were unilaterally terminated by you, we will be delivering our final solicitor and client account within the next five (5) days and, unless settled and paid, will continue to retain a lien on all client files until paid. If necessary, we will enforce our rights to recover our reasonable fees, taxes and disbursements.
e) Lastly, on July 24, 2012 Mr. Chouest wrote to Mr. Leschied. In that letter, he stated:
Given the fact that your firm does not have the resources to conduct the appeal our clients have accepted your advice that an appeal be launched and that Paul Pape be retained as appeal counsel. However, neither Mr. McCreight (to whom you make particular reference in paragraph 13) nor BDO have accepted your characterization of appeal counsel’s fee as a disbursement recoverable from BDO. It is your firm’s failure to fulfil its obligation to conduct “any and all proceedings” in this matter which gives rise to the expenses associated with retaining appeal counsel.
Our clients hold your firm responsible for all losses which have or may result from your breach of the Retainer Agreement.
[12] The appeal from the order of Patterson J. was heard by the Court of Appeal on January 23, 2013. The reasons were released July 16, 2013. The appeal was substantially successful. The negligence and abuse of process claims were restored. The claim against the CRA and the Attorney General of Canada, and other defendants, was resurrected as a result of the decision of the Court of Appeal and remains outstanding.
[13] On April 15, 2014 MCPS delivered an account to BDO in the amount of $427,891.57. The account remains unpaid. MCPS commenced this action seeking a judgment in that amount by notice of claim issued June 11, 2014.
The Issues
[14] The issues can be summarized as follows:
Can the legal fees for the appeal be charged to BDO as “disbursements” within the meaning of the retainer agreement?
Was the retainer agreement breached by MCPS?
Did the breach of the agreement amount to repudiation and, if so, what options were available to BDO?
Is BDO obligated to pay anything to MCPS on account of fees and disbursements?
Analysis
1. Can the legal fees for the appeal be charged to BDO as “disbursements” within the meaning of the retainer agreement?
[15] The retainer agreement reached was what is commonly referred to as a contingency agreement. The expectation of BDO is that it would not be required to pay anything for fees until and unless it was successful in its claim against the named defendants. In that event, MCPS would be entitled to a contingency fee of up to 25 percent of the recovery of damages. In my view, MCPS cannot refer any of the work it agreed to do under the retainer agreement with BDO to another firm, then pay that firm as a disbursement. To include fees for any step as a disbursement would be inconsistent with the contingency fee agreement reached between the parties. To take it to the extreme, MCPS could refer virtually all of the steps in the litigation to individual law firms and then pay those firms as a disbursement and insist on reimbursement from BDO while still collecting its 25 percent contingency fee at the end of the day. The example is extreme, but shows the incongruity of the position.
2. Was the retainer agreement breached by MCPS?
[16] The retainer agreement requires MCPS to “act on our behalf in any and all proceedings against the informants, the DOJ, the CRA and their servants, agents and employees . . .”. MCPS suggests that “proceedings” does not include appeals. Black’s Law Dictionary defines “proceeding” as follows:
“Proceeding” is a word much used to express the business done in courts. A proceeding in court is an act done by the authority or direction of the court, express or implied. It is more comprehensive than the word “action”, but it may include in its general sense all the steps taken or measures adopted in the prosecution or defense of an action, including pleadings and judgment. As applied to actions, the term “proceeding” may include – (1) the institution of the action; (2) the appearance of the defendant; (3) all ancillary or provisional steps, such as arrest, attachment of property, garnishment, injunction, writ of ne exeat; (4) the pleadings; (5) the taking of testimony before trial; (6) all motions made in the action; (7) the trial; (8) the judgment; (9) the execution; (10) proceedings supplementary to execution, in code practice; (11) the taking of the appeal or writ of error; (12) the remittitur, or sending back of the record to the lower court from the appellate or reviewing court; (13) the enforcement of the judgment, or a new trial, as may be directed by the court of last resort.
[17] I note that the term used in the retainer agreement is plural, namely “proceedings”. In my view, the ordinary meaning of that term would include an appeal to be taken from a summary judgment motion. MCPS’s refusal to take that step, after it recommended the appeal, is, in my view, a breach of the retainer agreement.
3. Did the breach of the agreement amount to repudiation and, if so, what options were available to BDO?
[18] The term “repudiation” is defined by the Supreme Court of Canada in Guarantee Company of North America v. Gordon Capital Corp., 1999 664 (SCC), [1999] 3 S.C.R. 423. I refer specifically to para. 40. That para. is reproduced below:
Repudiation, by contrast, occurs “by words or conduct evincing an intention not to be bound by the contract. It was held by the Privy Council in Clausen v. Canada Timber & Lands, Ltd. [1923 430 (UK JCPC), [1923] 4 D.L.R. 751], that such an intention may be evinced by a refusal to perform, even though the party refusing mistakenly thinks that he is exercising a contractual right” (S. M. Waddams, The Law of Contracts (4th ed. 1999), at para. 620). Contrary to rescission, which allows the rescinding party to treat the contract as if it were void ab initio, the effect of a repudiation depends on the election made by the non-repudiating party. If that party treats the contract as still being in full force and effect, the contract “remains in being for the future on both sides. Each (party) has a right to sue for damages for past or future breaches” (emphasis in original): Cheshire, Fifoot and Furnston’s Law of Contract (12th ed. 1991), by M. P. Furnston, at p. 541. If, however, the non-repudiating party accepts the repudiation, the contract is terminated, and the parties are discharged from future obligations. Rights and obligations that have already matured are not extinguished. Furnston, supra, at pp. 543-44.
[19] A repudiation of a contract is a breach of contract that rises to the level of a substantial failure of performance. It is a breach where the innocent party is deprived of substantially the whole benefit of the contract that he or she should have obtained. Justice Weiler in 968703 Ontario Ltd. v. Vernon (2002), 2002 35158 (ON CA), 58 O.R. (3d) 215 (C.A.) outlines five factors that provide guidance for the Court’s determination on whether or not a breach is a substantial breach. The factors are as follows: (a) the ratio of the party’s obligation not performed to the obligation as a whole; (b) the seriousness of the breach to the innocent party; (c) the likelihood of repetition of the breach; (d) the seriousness of the consequences of the breach; and (e) the relationship of the part of the obligation performed to the whole obligation.
[20] I will address each of the factors as follows:
(a) The ratio of the party’s obligation not performed to the obligation as a whole
[21] MCPS drafted the statement of claim. Aside from the investigation necessary to put together the statement of claim, there was little progress in the file after that point. The defendants (namely the CRA and the DOJ) brought the motion to dismiss the action before any substantive steps were taken. The motion resulted in the bulk of the action being dismissed. The appeal from Patterson J.’s decision was necessary so that the action could move forward. In Mr. Leschied’s own affidavit, at para. 27, he describes the decision of Patterson J. as follows:
On April 27, 2012 Patterson J. granted the defendant’s motion and struck virtually all of the causes of action advanced by the plaintiffs. The result was that the plaintiffs’ claims were substantially dismissed.
This paragraph alone describes the importance to BDO of the appeal. Without the appeal, the action that had been commenced against the CRA and other parties was, in effect, “dead in the water”. It is for this reason that MCPS recommended the appeal. The appeal was a necessary proceeding. It was important to the action. The refusal on the part of MCPS to move forward with the appeal pursuant to the contingency fee agreement was sufficiently important that, in my view, this factor is met.
(b) The seriousness of the breach to the innocent party
[22] The failure of MCPS to move forward with the appeal left BDO in an impossible position. The timeline for perfecting the appeal was short. BDO either had to abandon the appeal (and consequently the bulk of its action) or agree to pay for the appeal outside of the contingency fee agreement. That was not the deal that was first struck between BDO and MCPS. MCPS refused to proceed with a step that it recommended is necessary. In my view, this factor is satisfied.
(c) The likelihood of repetition of the breach
[23] MCPS took the position that the work it had undertaken to do as part of the contingency fee agreement could be referred outside of the MCPS law firm and then charged as a disbursement back to BDO. This is a breach of the contingency fee agreement. BDO is justified in its fear that the breach could be repeated. If MCPS was able to breach the agreement on this one occasion, there was nothing to prevent it from farming out other work in the future and charging it back to BDO as a disbursement. Again, such steps would fly in the face of the contingency fee agreement as a whole.
[24] I quote from Professor John McCamus’ text book The Law of Contracts, 2005 at p. 635 as follows:
Where the breach gives rise to a reasonable belief in the party not at fault that the other party is unreliable and therefore unlikely to perform acceptably in the future, the breach is likely to be considered repudiatory.
(d) The seriousness of the consequences of the breach
[25] The consequences of the breach were serious. If the appeal did not proceed, the action was substantially dismissed.
(e) The relationship of the part of the obligation performed to the whole obligation
[26] This factor is met simply because of the importance of the appeal, as acknowledged by MCPS.
[27] Given all of the factors outlined above, I am of the view that the breach of contract on the part of MCPS was a substantial breach such as would justify future non-performance of BDO’s obligations. The breach constituted a repudiation of the contingency fee agreement on the part of MCPS.
[28] The next question is what options did BDO have when MCPS repudiated the contingency fee agreement. The answer is in para. 40 of the Guarantee case, quoted above. BDO could treat the contract as still being in force and effect and then would retain the right to sue for damages for past or future breaches. Alternatively, BDO could accept the repudiation in which case the contract is terminated and the parties are discharged from future obligations. The second option is described in the case of Photo Production Ltd. v. Securicor Transport Ltd., [1980] A.C. 827. This was a House of Lords decision. Lord Wilberforce quoted a 1942 decision of Lord Porter as follows:
To say that the contract is rescinded or has come to an end or has ceased to exist may in individual cases convey the truth with sufficient accuracy, but the fuller expression that the injured party is thereby absolved from future performance of his obligations under the contract is a more exact description of the position. Strictly speaking, to say that on acceptance of the renunciation of a contract the contract is rescinded is incorrect. In such a case the injured party may accept the renunciation as a breach going to the root of the whole of the consideration. By that acceptance he is discharged from further performance and may bring an action for damages, but the contract itself is not rescinded.
4. Is BDO obligated to pay anything to MCPS on account of fees and disbursements?
[29] In my view, when BDO accepted the repudiation of the contract on the part of MCPS, the contract was at an end. The injured party, namely BDO, is “absolved from future performance of its obligations under the contract”.
[30] MCPS takes the position that, if MCPS repudiated the contract, and BDO accepted the repudiation, BDO is still required to pay MCPS’s legal fees based on time spent. I do not agree. The contract requires BDO to pay for services based on time spent only if BDO “cancels the services upon written notice”. I do not believe it can be said that BDO “cancelled” MCPS’s services. Rather, MCPS refused to provide the services it had contracted to provide. BDO accepted the refusal, and the contract was at an end.
[31] MCPS’s submission simply does not make sense. Consider an example where MCPS is fulfilling its obligations under the contract and then comes to the conclusion that the action will, most likely, be unsuccessful. MCPS could simply refuse to move forward with the action. If BDO accepts the refusal, and retains another law firm to carry the action forward, MCPS could take the position that it needs to be paid for all time spent to date, based on the various hourly rates. This cannot possibly be the result where the termination of the contract was as a result of the actions of MCPS itself.
[32] The facts in this case are very similar to the facts in the case of Moudgill v. Rowel, 2005 MBQB 104. That case also dealt with a contingency fee agreement. Mr. Rowel retained Mr. Moudgill to represent him in his claim before the Workers Compensation Board. Mr. Rowel agreed to pay Mr. Moudgill 10 percent of the total benefits that he received if his appeal was successful. Mr. Moudgill did represent Mr. Rowell as he pursued his claim before the Workers Compensation Board up until the time that the claim proceeded before the appeal commission. The claim was unsuccessful at the first two levels of appeal. During the course of the hearing, it became apparent to Mr. Moudgill that he was not able to adequately represent his client. He simply did not have the skills necessary. Mr. Moudgill came up with the idea to contact another lawyer, Stacey Belding for assistance. Ms. Belding took over the case. Mr. Moudgill filed a claim alleging that Mr. Rowel breached the contract by arbitrarily removing him as representative.
[33] The Court of Queen’s Bench of Manitoba acknowledged that Mr. Moudgill “should be commended for knowing his limits”. However, the Court found that “the fact remains that the case was not completed by him because of his inability to do so. When Mr. Moudgill agreed to take the case on a contingency basis, he explicitly agreed not to be paid unless he successfully completed the case. And he implicitly warranted that he had the ability to complete it.”
[34] Applying the reasoning in this case to the facts at hand, MCPS agreed not to be paid until they had successfully completed the case, and MCPS implicitly warranted that it had the ability to complete the case. Their inability to do so, and their refusal to retain, at their expense, outside counsel to do so, results in BDO being discharged from any obligation for payment.
[35] In the case of Husband v. Hruska Manufacturing Ltd., 1994 CarswellSask 539, the Saskatchewan Court of Appeal dealt with the repudiation of a contract. In that case, the purchasers agreed to purchase the assets of the vendor’s company. The vendor repudiated the agreement and the purchasers sued for loss of sales and loss of goodwill. The trial judge found the vendor had repudiated the agreement, assessed damages for loss of sales and then set off the amount owing on account of the purchase price. The result was a judgment against the purchasers. The purchasers appealed. On the appeal, the Saskatchewan Court of Appeal said, at para. 11:
While nonpayment of any or all of the purchase price may affect the amount of damages awarded against the vendor for the repudiation, it certainly does not permit him to obtain judgment for any part of the purchase price, for a person who repudiates an agreement cannot enforce any of its terms when the repudiation has been accepted.
[36] By reason of all of the foregoing, in my view the answer to issue number 4 is “no”. BDO is not obligated to pay anything to MCPS on account of fees and disbursements as MCPS, as the repudiating party cannot enforce any of the terms of the agreement against BDO.
Summary Judgment
[37] Both parties agreed that this was an appropriate case for a determination of the issues on a summary judgment motion. Rule 20.04(2) of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194 reads as follows:
The court shall grant summary judgment if,
(a) the court is satisfied that there is no genuine issue requiring a trial with respect to a claim or defence; or
(b) the parties agree to have all or part of the claim determined by a summary judgment and the court is satisfied that it is appropriate to grant summary judgment.
[38] I find that it is appropriate to grant summary judgment. For the reasons set out above, I grant summary judgment as follows:
The action shall be dismissed against BDO Dunwoody LLP;
The plaintiff shall produce all files for the action commenced by Michael McCreight, Kim McCreight, John Gregory Skinner, Joan Skinner and BDO Dunwoody LLP against the Attorney General of Canada, Canada Revenue Agency and others, currently in the possession of Miller, Canfield, Paddock and Stone LLP, Donald Leschied and/or Shibley Righton LLP to BDO Dunwoody LLP, along with all files relating to the criminal proceedings against Michael McCreight and Gregory Skinner.
[39] The parties may submit written submissions on costs based on the following timelines:
a) BDO Dunwoody LLP may submit written submissions within 30 days;
b) Miller, Canfield, Paddock and Stone LLP may submit written submissions within 60 days.
[40] The written submissions shall be supplemented with a costs outline and copies of any relevant offers to settle.
Original signed “Hebner J.”
Pamela L. Hebner
Madam Justice
Released: August 7, 2015
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
Miller, Canfield, Paddock and Stone LLP
Plaintiff
– and –
BDO Dunwoody LLP
Defendant
REASONS ON MOTION FOR SUMMARY JUDGMENT
Hebner, J.
Released: August 7, 2015