Case information

Contracts ? Interpretation ? Intention of parties ? Partnership agreement ? Severance pay on retirement of partner in partnership ? Whether Court of Appeal erred in substituting its opinion for that of trial judge regarding determination of clear or ambiguous nature of contract without identifying palpable and overriding error that judge supposedly committed in that regard ? Whether Court of Appeal erred in law in limiting its analysis to strict reading of words of agreement at stage of pre interpretative phase, contrary to principles established in Uniprix inc. v. Gestion Gosselin et Bérubé inc., 2017 SCC 43.

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(SEALING ORDER) (CERTAIN INFORMATION NOT AVAILABLE TO THE PUBLIC)

The applicant Jacques Audet, a chartered accountant, is a partner in the respondent partnership Audet, Beaudoin, Girard, C.P.A., S.E.N.C.R.L. In the summer of 2018, Mr. Audet informed the respondent Harold Girard, a partner, of his intention to retire in 2020 and to envisage a phased retirement. In November 2018, a retirement proposal, signed by Mr. Girard on behalf of all the partners, was communicated to Mr. Audet. In response, Mr. Audet submitted, in March 2019, through his counsel, a new proposal providing for an amount for a particular indemnity, absent from the 2018 proposal, under terms and conditions similar to those that had been agreed upon with another partner when that partner left the partnership. In July 2019, that proposal was refused by the respondents, who also opposed Mr. Audet’s proposal to submit the dispute to arbitration. Further to those refusals, Mr. Audet filed an application with the Superior Court for the judicial appointment of an arbitrator, but later discontinued it and filed, in February 2020, an application making a claim against the respondents. In March 2020, the respondents filed an application for a declaratory judgment regarding the scope of certain clauses of the applicable partnership agreement. Further to case management proceedings that occurred in October 2020, a case protocol was agreed upon by the parties so that the debate to be held would deal with all of the issues in their dispute in a single trial. The Superior Court allowed Mr. Audet’s application in part. The parties filed appeals in the Court of Appeal, which dismissed Mr. Audet’s appeal and which allowed the respondents’ appeal in part.