The purpose of a termination clause in an employment contract is to rebut the legal presumption that the employee will be provided with reasonable notice of dismissal and replace that entitlement with another notice period that has been agreed to by the parties.1 The termination clause will typically provide the employee with either a fixed notice period or a formula for calculating the notice period based on the employee’s years of service. The termination clause will also specify what benefits and variable compensation (in addition to base salary) will be continued during the notice period.

It is now common for employers to insert termination clauses into their employment contracts to reduce their cost of terminating the employment of their employees. Typically, the termination clause will allow the employer to terminate the employee’s employment by providing the employee with a severance package that is significantly less than if the employer was required to provide the employee with reasonable notice of dismissal. That said, a termination clause does have the benefit of providing certainty regarding an employee’s entitlements upon dismissal.

A termination clause will not be enforced by a court unless it provides the employee with at least the minimum statutory entitlements upon dismissal as required by the Ontario Employment Standards Act, 2000 (“ESA”) or, for federally regulated employees, the Canada Labour Code(“CLC”). It is illegal for an employer to provide less than the minimum standards of the ESA or Code, even if the employee has voluntarily agreed to accept a lower amount.

In Ontario approximately 30% of employment contracts contain termination clauses that will not be enforced by a court because the clauses have not been properly drafted. Given the significant percentage of void termination clauses, employers are advised to have their termination clauses reviewed by an experienced employment lawyer. It can be a costly mistake to have employees sign employment contracts containing termination clauses that have not been properly drafted.

Employees should also not presume that the termination clause in their employment contract is enforceable.

Wrongful dismissal cases often involve disputes as to whether the employee’s entitlement to notice of dismissal is limited to that set out in the termination clause or if the former employee is entitled to significantly greater entitlements because the termination clause has breached the ESA and therefore the employee is entitled to reasonable notice of dismissal.

It is normally to the employee’s benefit if the employment contract does not contain a termination clause. The exception to this general statement would be employees, such as senior executives, who have the power to negotiate termination provisions that provide superior entitlements to that offered by the common law presumption that the employee is entitled to reasonable notice of dismissal.

A termination clause may also not be enforced by a court if it has been inserted into an existing employee’s contract of employment (discussed in detail below) if the employee has not been given fresh consideration in exchange for the revised contractual terms.

An employee whose employer is federally regulated and therefore governed by the CLC may be able to avoid being bound by the provisions of a termination clause by initiating an unjust dismissal complaint under the CLC rather that a civil action before a court. It is well established that a Tribunal appointed pursuant to the CLC is not bound the terms of the termination clause.2

The difference in the notice and severance payments available to a dismissed employee who has signed an employment contract that contains a termination clause limiting his or her entitlements to the ESA and what the employee would receive if he or she is entitled to reasonable notice can be substantial. The most extreme example in Ontario of the possible difference between the ESA and reasonable notice would be an individual who is only entitled to 8 weeks’ notice pursuant to the ESA but who would have been entitled to 24 months reasonable notice if not for the termination clause in his or her employment contract.3

Dismissed employees are often devastated when they learn that they are only entitled to weeks of notice pursuant to the ESA, rather than months or years of reasonable notice. It is not unusual for a dismissed employee to have forgotten that he or she signed an employment contract that limits their notice entitlement upon termination to the minimum standards of the ESA.

The key is for an individual reviewing an offer of employment to carefully review and understand the employment contract before accepting the offer. He or she may be in a position to negotiate a better termination provision with their potential employer (or have the termination provision removed entirely from the employment contract) before agreeing to join the company. Another option is to have the employment contract reviewed by an experienced employment lawyer to determine if the termination clause is enforceable. If the individual decides to accept an offer of employment that contains an enforceable termination clause the individual should at least understand what he or she is signing up for.

An Ambiguous Termination Clause Will Not Be Enforced

Any ambiguity in the language used in the termination clause is likely to be read against the employer.

In Bellini v. Ausenco Engineering Alberta Inc.4 the court found the following termination clause, although not void, did not rebut the presumption of reasonable notice of dismissal:

If it becomes necessary for us to terminate your employment for any reason other than cause, your entitlement to advance working notice or pay in lieu of such notice, will be in accordance with the provincial employment standards legislation

The court found that the language was at best ambiguous as to whether the parties intended the statutory minimum to apply, or simply whether the applicable notice would be consistent with the legislation. The 2016 decision is noteworthy because it provides a thorough review of previous Canadian decisions that have considered termination clauses in employment contracts.

A Termination Clause that Provides a Notice Period that is Less than the Minimum Provided By the Employment Standards Act is Void

The Supreme Court of Canada held in Machtinger v. HOJ Industries Ltd5 that if an employment contract contains a termination clause that provides an employee with an entitlement upon termination other than reasonable notice, that entitlement must be at least equal to the employee’s entitlement pursuant to the ESA. If the termination clause provides the employee with less than his or her entitlements pursuant to the ESA, the termination clause will be unenforceable and the court will strike the termination clause from the employment contract and award the employee reasonable notice of dismissal. The court will not rewrite the termination clause to bring it into compliance with the ESA.

In Machtinger, as an example, the termination clause that was found to be void provided the employee with 2 weeks notice of dismissal. However, the employee was entitled to a minimum of 4 weeks notice pursuant to the legislation in force at that time.

The language used in the termination clause must only specify a minimum notice to displace the common law presumption that the employee will be provided with reasonable notice of dismissal provided the specified minimum does not breach the ESA. The clause does not need to specify a ceiling. For example, in MacDonald v. ADGA Systems International Ltd.6 the Ontario Court of Appeal found the following language enforceable:

it is also agreed that either party to this Agreement may terminate this Agreement at any time by giving not less than one (1) month’s prior written notice sent either by registered mail or bailiff. [emphasis added]

The reasoning in ADGA has been applied in several recent decisions of the Ontario Superior Court.7 This line of caselaw defeats the argument that a termination clause that provides for a minimum notice period but not a ceiling is ambiguous and therefore unenforceable.

In 2016 the Ontario Court of Appeal considered a termination clause in Oudin v. Centre Francophone de Toronto.8 that stated the employer could terminate the appellant’s employment with the ESA minimum “notice” but made no mention of “severance”.  The employee had argued unsuccessfully at a summary judgment motion that the language of the termination clause was an attempt to contract out of the ESA because it did not specifically provide the employee with “severance” as required by the ESA.

The motion judge, in finding that the impugned termination clause was not in breach of the ESA had written:

Contracts are to be interpreted in their context and I can find no basis to interpret this employment agreement in a way that neither party reasonably expected it would be interpreted when they entered into it. There was no intent to contract out of the ESA in fact; to the contrary, the intent to apply the ESA is manifest.

The Court of Appeal held that the motion judge was entitled to deference and, on that basis, found no error in his conclusion.

Benefits Must Be Continued During the Statutory Notice Period

The ESA states that an employer “shall not reduce employee’s wage rate or alter any other term or condition of employment during the statutory notice period.”9 This includes continuing an employees’ benefits.

In Stevens v. Sifton Properties Ltd.10 the Court found that a termination clause that does not provided for a continuation of an employee’s benefits as required by the ESA was void even though the termination clause complied with the statutory minimums regarding payment of wages.

Similarly, in Miller v. A.B.M. Canada Inc.,11 the court refused to enforce a termination clause that only provides for a continuation of the employee’s salary and not the contributions made to his pension plan or his car allowance. The impugned termination clause provided that:

Regular employees may be terminated at any time without cause upon being given the minimum period of notice prescribed by applicable legislation, or by being paid salary in lieu of such notice or as may otherwise be required by applicable legislation.[emphasis in original]

A.B.M. Canada appealed the decision to the Divisional Court. The Court rejected the appellant’s reliance on the Ontario Court of Appeal’s decision in Roden v. Toronto Humane Society.12 In Roden the Court enforced a contract that provided the employee would be provided with the minimum amount of notice “or payment in lieu thereof as required by the applicable employment standards legislation.” [emphasis in 0riginal.] Marrocco A.C.J.S.C.J. distinguished the contractual language used in Roden, writing at para. 12:

It is obvious that the word payment is different than the word salary. The difference in wording is significant because the employment agreement with which we are concerned distinguishes salary, pension contributions and a car allowance. [Emphasis in original.]

Marrocco A.C.J.S.C.J. went on to note (at para. 15) that “the trial judge found and we agree that the Employment Agreement was not silent and that the wording of the agreement provided that benefits were not to be paid during the notice period, …” The clause was, therefore, contrary to the ESA and was unenforceable.

However, in the 2015 decision Howard v Benson Group13 Justice MacKenzie found the following clause ambiguous and, therefore, the clause was read against the employer:

Employment may be terminated at any time by the Employer and any amounts paid to the Employee shall be in accordance with the Employment Standards Act of Ontario. [emphasis added]

The termination clause was found to be unlawful and therefore void because the words “any amounts paid” could be read as failing to provide for the continuation of the plaintiff’s benefits during the plaintiff’s statutory (ESA) notice period.

In the 2015 decision Carpenter v Brains II, Canada Inc.14 Justine Stinson found the following termination clause to be unenforceable:

In the event the [sic] termination of employment, except where such termination is for just cause, the company will provide you with notice (or salary in lieu thereof), and severance pay [if applicable] pursuant to its obligations as an employer and successor employer to NexInnovations Inc. under Employment Standards legislation, as amended. You will also be paid all salary amounts that may have accrued to you to the date of termination. This includes all your entitlements to both termination pay and severance pay under the applicable Employment legislation [sic] as well as any outstanding vacation or statutory holiday pay.

You agree and acknowledge that you will not be entitled to any other compensation, under common law or equity, by reason of the termination of your employment by the Company. At all times, should the requirements under statutory law, or successor legislation be amended, the Company will provide you with your entitlements under such legislation in lieu of your entitlements under this Agreement.

Stinson J. held that the termination was an attempt to contract out of the minimum standards of the ESA because in the employment contract remuneration and benefits were discussed separately. The termination clause referenced salary in lieu of notice, without any mention of benefits being paid, should notice not be provided. Indeed, the employment agreement expressly provided that the employee was not entitled to any other compensation by reason of the termination of her employment. In other words, not only did the clause provide the employer with the right to pay salary, without mentioning or obliging it to pay benefits during the notice period, it also expressly exempted the employer from any other obligations.

A Termination Clause that May Breach the ESA in the Future May be Void

Significantly, a termination clause that may potentially breach the ESA in the future might also not be enforced by a court. The British Columbia Court of Appeal held in Shore v Ladner Downs15 that a termination clause in an employment contract that potentially violated the statutory requirement in the future is “void from the beginning”. In Shore, the impugned termination clause stated that the employee could be terminated with thirty days notice. The Court held the termination clause was void even though the employee had only been employed for nine months when he was dismissed and, therefore, given his length of service, was only entitled to one week of statutory notice pursuant to the British Columbia’s Employment Standards Act. In reaching its decision the Court wrote:

The policy considerations applied in Machtinger would not be served if the contract were to be interpreted in favour of the employer so as to leave the individual employee responsible for determining, at the point of termination, whether the statutory minimum had risen above the notice period stated in the contract. It is neither reasonable nor practical to leave the individual employee in the position of having to keep an eye on the relationship between the statutory minimum and the contractual term.

In Ontario, the reasoning in Shore has been cited with approval in obiter in Slepenkova v. Ivanov16 and applied in Wright v. Young and Rubicam Group of Companies (Wunderman)17 and in the 2016 decision Garreton v Complete Innovations Inc.18 In Rubicam Madam Justice Low explained her reasoning at para. 36:

There is, in my view, no particular difficulty in fashioning a termination clause that does not violate either the minimum standards imposed by the Employment Standards Act or the prohibition against waiving statutory minimum requirements and there is no compelling reason to uphold a termination clause which the draftsman may reasonably be understood to have known was not enforceable either at all or under certain circumstances.

However, the reasoning in Shore and applied in Rubicam was explicitly rejected in Ford v. Keegan,19 an August 2014 decision. Justice Price found that a termination clause that provided 1-month notice of dismissal did not breach the ESA because at the time of termination the employee’s entitlement to notice pursuant to the ESA was less than 1 month.  Justice Price wrote at paragraphs 150 and 151:

I respectfully disagree with Low J.’s reasoning in Wright. An employer who prescribes a notice period in a contract of employment must conform to provincial employment standards legislation for the particular employee, in the particular circumstances. The employer who drafts an agreement prescribing a fixed notice period, rather than one that increases with the employee’s years of service, and who does not negotiate a new employment agreement when the employee’s years of service entitles him/her to a longer period of notice, assumes the risk that the clause will become invalid at that point and that the common law will prevail to determine the period of notice required. It is only invalid at that point and not invalidated from when the contract was initially executed.

If the contract is invalidated from the beginning it would unreasonably restrict the parties’ ability to negotiate their own terms of employment to require that the notice period must be of such a length as to satisfy the legislative requirements in every conceivable circumstance. This would require the notice period in a contract of employment for a new employee to meet the minimum notice requirements for an employee of the longest conceivable years of service. This goes beyond what is necessary to provide an employee with the notice period prescribed by provincial legislation and restricts to an unreasonable extent the parties’ right to negotiation their own agreement.

With respect to Justice Price, the reasoning in Shore and Rubicom does not “unreasonably restrict the ability to negotiate their own terms of employment.” The termination clause reviewed by Justice Price was poorly drafted. A termination clause the provides for a fixed notice period can easily be made compliant with the ESA simply by stating that the employee will receive “the greater of the fixed notice period or the minimum notice and severance provided by the ESA”, or words to that effect.

In the 2015 decision Goldsmith v Sears Canada Inc.20 Pollack J. attempted to find middle ground between the contrasting decisions of Rubicam and Ford. In Goldsmith Pollack J. found that a termination clause was enforceable even though in certain hypothetical situations it would provide for less than the minimum standards required by the ESA. Goldsmith is difficult to analyze because the exact wording of the impugned termination clause is not quoted in the decision. Nevertheless, Pollack J. seems have reached her decision based on the fact that in Wright the court found that the termination clause would breach the ESA in the future while the contractual provision she considered would only breach the ESA in the future if certain specific fact scenarios occurred. Pollack J. wrote at paragraph 39:

I agree that the reasoning of the court in the Ford case is applicable in this case. I find that as the mitigation clause in the EA does not result in a violation of the Act, in this case, absent the factors present in the Machtinger and Wright case, the mitigation provision is therefore valid.

Another 2015 Ontario decision, Riskie v Sony of Canada Ltd.,21 considered a termination clause in a fixed-term contract that breached the ESA. The plaintiff had agreed to convert his contract of indefinite duration to a fixed-term contract. The termination clause provided the employer with the right to terminate the contract prior to the end of the fixed-term. The termination clause stated:

Term: The term of this Agreement commences July 28, 2014 and ends on March 31, 2015 (“Term”). The term is for an eight (8) month period commencing July 28, 2014, and either party may terminate this employment contract upon thirty (30) days prior written notice to the other party, on a without cause basis

The termination clause breached the ESA because the plaintiff had worked for the employer for 26 years and was, therefore, entitled 8 weeks notice and 26 weeks of severance. Justice Dunphy rejected the plaintiff’s argument that the entire paragraph must be struck from the employment contract with the result that the contract of employment would revert to being one for an indeterminate term which may be terminated only upon reasonable notice. Dunphy J. wrote:

 [62] I cannot read Machtinger (supra) as creating any sort of hard and fast rule that any time there is an instance of an invalid attempt to contract out of the ESA that nothing short of the entire offending paragraph can be excised. Neither common sense nor the decision of Iacobucci J. lend themselves to such a radical conclusion.

[63] In Machtinger (supra) it was the “clause” or the “term” that was found to be null and void in that case. The only “clause” or “term” of the present employment contract which has been alleged to breach the ESA is the second sentence of the “Term” paragraph which permitted optional early termination on 30 days notice. That is the only term or clause of the employment agreement that I would find to be null and void in this case. That early termination clause was not in fact relied upon since Sony claims the contract expired in accordance with its terms on March 31, 2015.

[64] The defendant argues, and I agree, that the “fixed term” and the “early termination” provisions are logically and textually independent of each other. The employment agreement is neither incomplete nor incoherent in the absence of one or the other of those two sentences. Indeed, the drafting history makes it clear that the two termination provisions (fixed term and “early termination” upon 30 days notice) were originally two separate ideas in the drafting instructions conveyed by Mr. Ibbotson to Ms. Bean. They are not a package that must stand or fall together.

In the 2016 decision Garreton v Complete Innovations Inc.18 Pattillo J. stated that he disagreed with Price J.’s decision in Keegan and held that a termination clause that potentially violates the ESA in the future is void.  The judge wrote at paragraph 27:

In my view, the employment contract must be considered at the time it is executed. If the termination provision is not onside with notice provisions and severance provisions (if applicable) of the Act at the outset, then it is void and unenforceable. Potential violation in the future is sufficient. As Low J. states, “It is not that difficult to draft a clause that complies completely with the Act, no matter the circumstance.”

In summary, there is currently conflicting decisions in Ontario regarding whether a termination clause that will potential violate the ESA in the future will be enforced by a court.

Limiting Bonus and Stock Option Entitlements During the Notice Period

It is common for employers to attempt limit an employee’s right to continue to collect specific benefits or incentive compensation once the employee has been terminated from his or her employment.  In other words, the employer may take the position that the employee is entitled to his or her base salary during the reasonable notice period but is not entitled to continue to collect his or her bonus, stock options or employer pension contributions.

A courts will only limit an employee’s entitlement to continuation of these benefits if the employee’s employment contract (which can include an employee’s policies) contains clear and unambiguous language to the contrary.

Wrongful dismissal litigation involving disputes over entitlements to bonuses, stock options and other forms of variable compensation generally focuses on the specific language used in the employment contract or the stock option or bonus plan.

Language in a plan referring to the termination of the employee’s employment will be presumed to be referring to a termination in accordance with the law (in other words, that the employee is entitled to be given working notice of dismissal). The agreement should not be presumed to provide for an unlawful trigger event (such as dismissal without working notice) absent clear language to the contrary.23

This was reiterated by the Ontario Court of Appeal in 2016 in Paquette v. TeraGo Networks Inc.24 that found that a term in a bonus policy that requires that the employee be actively employed when the bonus is paid, without more, is not sufficient to deprive an employee terminated without reasonable notice of a claim for compensation for the bonus he or she would have received during the notice period, as part of his or her wrongful dismissal damages.

If the employer relies upon a corporate policy, it must prove that the policy actually forms part of the employee’s employment contract. The language of the policy must unambiguously alters or removes the employee’s common law rights.

Any attempt to limit an employee’s entitlement to specific benefits or variable compensation must also be compliant with the minimum notice and severance provisions of the ESA.

If the variable compensation plan is ambiguous about whether the employee is entitled to the variable compensation during the reasonable notice period, then the employee will be entitled to the variable compensation if the variable compensation would have been paid during the reasonable notice period.25

If a plan states that payment of variable compensation is discretionary the employer must use its discretion in a fair and reasonable manner.26

Leading Ontario decisions that have considered the issue of stock options, restricted stock units and bonus entitlements upon dismissal include: Veer v. Dover Corporation (Canada);27 Kieran v. Ingram Micro Inc.;28 Love v. Acuity Investment Management Inc.;29 Paquette v. TeraGo Networks Inc.30 and Lin v. Ontario Teachers’ Pension Plan31

Notice Periods Set Out in Termination Clauses Are Not Subject to the Duty to Mitigate

The Ontario Court of Appeal confirmed in its 2012 decision Bowes v. Goss Power Products Ltd.32 that an employment contract that contains a termination provision that provides the dismissed with a specified amount, whether fixed or readily calculable, is not subject to the duty to mitigate if the employment contract is silent with respect to mitigation. This statement of law applies to contracts that specify payment of a lump sum or payment by way of salary continuance.

Employers who desire to require former employees to mitigate their damages and thereby potentially reduce the amount to which employees are entitled upon dismissal must ensure that the employment agreement expressly states that the termination entitlement is subject to the duty to mitigate. A major problem faced by employers whose current employment contracts contain termination clauses silent on the subject of mitigation is that they cannot simply have their current employees sign new employment contracts containing a revised termination clause. A court is unlikely to enforce the new termination provision because the revised employment contract will lack the necessary consideration to form a legally binding contract.

Inserting a Termination Clause into an Existing Employee’s Employment Contract

The courts will not enforce a termination clause inserted into an existing employment contract unless certain conditions are met.

The Ontario Court of Appeal set out what an employer must prove before a court will enforce a termination provision placed into an existing employment contract in Braiden v. La-Z-Boy Canada Limited33 at para. 61. At a minimum an employer must establish that:

  1. it clearly communicated the change in the employment contract to the employee;
  2. the employee was aware that they were giving up their legal right to reasonable notice of dismissal; and
  3. consideration flowed to the employee in exchange for forfeiting that right.

If the employer does not prove these required elements it is likely that a court will not enforce the termination clause and the employee will be awarded reasonable notice of dismissal.

It is well-settled that a promise to perform an existing contract is not consideration. Fresh consideration, such as pay increase, is required to support the change to the terms of employment.34

Employers in Ontario rarely comply with the requirements of the La-Z-Boy test when inserting termination clauses into existing employees’ contract of employment. This oversight the potential of being a very costly mistake.

The La-Z-Boy test has yet to be considered by a lower court. Some have argued that the La-Z-Boy test will not be binding on a lower court because it is only “obiter“. However, the better view is that the La-Z-Boy test is the type of obiter dicta that, as discussed by the Court of Appeal in R. v. Hajivasilis35 at para. 20, will be binding on a lower court.

The Need for Fresh Consideration

A contract is an exchange of promises and/or acts, as a result of which each party to the contract receives something from the other. Consideration refers to the exchange of something of value between the parties. For a contract to be binding, consideration must flow between the parties. Absent consideration, there is no contract.

The courts have repeatedly held that a new notice provision in an employment contract is a significant change to the terms of employment. As a result, new consideration is required to support that change.

As noted by the Court in La-Z-Boy at para. 49:

The requirement of consideration to support a change to the terms of an agreement is especially important in the employment context where, generally, there is inequality of bargaining power be-tween employees and employers. Some employees may enjoy a measure of bargaining power when negotiating the terms of prospective employment but once they have been hired and are dependent on the remuneration of the job, they become more vulnerable.

Continued employment will not be viewed by the courts as consideration except in exceptional circumstances. This is because a promise to do something that a party to a contract is already bound to do is not consideration.  In Hobbs v. TDI Canada Ltd.36 Juriansz J.A, writing for the Ontario Court of Appeal, explained at para. 32 the reason why a court will normally not consider continued employment to be consideration:

…the law does not permit employers to present employees with changed terms of employment, threaten to fire them if they do not agree to them, and then rely on the continued employment relations as the consideration for the new terms.

Therefore, if an employer is intent on inserting a termination clause into an employee’s employment contract it must do so at a time when it will be supported by consideration such as a promotion, bonus or significant pay raise.

However, as stated above, fresh consideration is not sufficient to support the insertion of a binding termination clause into an employment contract. It is common for employers and lawyers to overlooked the requirement that the employer must also be able to demonstrate that the employee knew that he or she was giving up the right to reasonable notice at the time the new employment contract was signed. This could be done by presenting the employee with a letter that clearly set out the employee’s entitlement to reasonable notice and the impact of the resulting change or by ensuring that the employee received independent legal advice prior to executing the new employment contract.

If you want legal advice that is specific for your case, book a consultation today.

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Chapter index

  1. Machtinger v. HOJ Industries Ltd., 1992 CanLII 102 (SCC); 
  2.  Luney v. Day & Ross Inc., 2015 ONSC 1440 at para. 15; 
  3. Employers in Ontario with annual payrolls of less than $2.5 million are only required to provide dismissed employees with statutory notice (which is limited to 8 weeks notice if the employee has 8 or more years of service). Employers will payrolls in excess of $2.5 million must also provide an employee with 5 or more years of service with statutory severance pay.  See s.64(1)(b) of the Employment Standards Act, 2000 
  4. Bellini v. Ausenco Engineering Alberta Inc., 2016 NSSC 237 ; 
  5.  Machtinger v. HOJ Industries Ltd., 1992 CanLII 102 (SCC); 
  6. MacDonald v. ADGA Systems International Ltd., 1999 CanLII 3044 (ONCA) 
  7. see Stevens v. Sifton Properties Ltd., 2012 ONSC 5508 at para. 44 and Miller v. A.B.M. Canada Inc., 2014 ONSC 4062 (CanLII) at para. 35; 
  8. Oudin v. Centre Francophone de Toronto, 2016 ONCA 514; 
  9. see sections 60 and 61; 
  10. Stevens v. Sifton Properties Ltd., 2012 ONSC 5508; 
  11. Miller v. A.B.M. Canada Inc., 2014 ONSC 4062; 
  12. Roden v. Toronto Humane Society, 2005 CanLII 33578 (ONCA); 
  13. Howard v Benson Group, 2015 ONSC 2638; 
  14. Carpenter v Brains II, Canada Inc., 2015 ONSC 6224; 
  15. Shore v Ladner Downs, 1998 CanLII 5755 (BCCA); 
  16. Slepenkova v. Ivanov, 2007 O.J. No. 4708 (registration required), affr’d 2009 ONCA 526; 
  17. Wright v. Young and Rubicam Group of Companies (Wunderman) 2011 ONSC 4720; 
  18. Garreton v Complete Innovations Inc., 2016 ONSC 1178; 
  19. Ford v. Keegan, 2014 ONSC 4989; 
  20. Goldsmith v Sears Canada Inc., 2015 ONSC 3214; 
  21. Riskie v Sony of Canada Ltd., 2015 ONSC 5859; 
  22. Garreton v Complete Innovations Inc., 2016 ONSC 1178; 
  23. Veer v. Dover Corporation (Canada), 1999 CanLII 3008 (ONCA) at para. 14; 
  24. Paquette v. TeraGo Networks Inc., 2016 ONCA 618 at paras 45 and 46; 
  25. Kieran v. Ingram Micro Inc., 2004 CanLII 4852 (ON CA) at paras. 56 -61; 
  26. Chann v. RBC Dominion Securities Inc., 2004 CanLII 66310 (ON SC); 
  27. Veer v. Dover Corporation (Canada), 1999 CanLII 3008 (ONCA) 
  28. Kieran v. Ingram Micro Inc., 2004 CanLII 4852 (ONCA) 
  29. Love v. Acuity Investment Management Inc., 2011 ONCA 130 
  30. Paquette v. TeraGo Networks Inc., 2016 ONCA 618; 
  31. Lin v. Ontario Teachers’ Pension Plan, 2016 ONCA 619; 
  32. Bowes v Goss Power Products Ltd., 2012 ONCA 425; 
  33. Braiden v. La-Z-Boy Canada Limited, 2008 ONCA 464; 
  34. Holland v. Hostopia. Com. Inc., 2015 ONCA 762; 
  35. R. v. Hajivasilis, 2013 ONCA 27; 
  36. Hobbs v. TDI Canada Ltd. (2004), 246 D.L.R. (4th) 43 (C.A.);