Case information
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41721
Chad Brown v. Earl Sprague, et al.
(Alberta) (Civil) (By Leave)
Docket
Judgments on applications for leave to appeal are rendered by the Court, but are not necessarily unanimous.
| Date | Proceeding | Filed By (if applicable) |
|---|---|---|
| 2025-09-19 | Close file on Leave | |
| 2025-09-18 | Copy of formal judgment sent to Registrar of the Court of Appeal and all parties | |
| 2025-09-18 | Judgment on leave sent to the parties | |
| 2025-09-18 |
Judgment of the Court on the application for leave to appeal, The application for leave to appeal from the judgment of the Court of Appeal of Alberta (Edmonton), Number 2303-0169AC, 2025 ABCA 41, dated February 7, 2025, is dismissed with costs. Dismissed, with costs |
|
| 2025-08-05 | All materials on application for leave submitted to the Judges, for consideration by the Court | |
| 2025-05-02 | Applicant's reply to respondent's argument, (Book Form), Completed on: 2025-05-02, (Printed version filed on 2025-05-05) | Chad Brown |
| 2025-04-23 | Certificate (on limitations to public access), (Letter Form), 23A, (Printed version filed on 2025-04-23) | Earl Sprague |
| 2025-04-23 | Notice of name, (Letter Form), (Printed version filed on 2025-04-23) | Earl Sprague |
| 2025-04-23 | Respondent's response on the application for leave to appeal, (Book Form), Completed on: 2025-04-23, (Printed version filed on 2025-04-23) | Earl Sprague |
| 2025-03-25 | Letter acknowledging receipt of an incomplete application for leave to appeal, FILE OPENED | |
| 2025-03-24 | Certificate (on limitations to public access), (Letter Form), 23A, (Printed version due on 2025-03-31) | Chad Brown |
| 2025-03-24 |
Application for leave to appeal, (Book Form), Missing CA Order Signed CA Judgment (Rec'd 2025-05-02), Completed on: 2025-08-05, (Printed version due on 2025-03-31) |
Chad Brown |
Parties
Please note that in the case of closed files, the “Status” column reflects the status of the parties at the time of the proceedings. For more information about the proceedings and about the dates when the file was open, please consult the docket of the case in question.
Main parties
| Name | Role | Status |
|---|---|---|
| Brown, Chad | Applicant | Active |
v.
| Name | Role | Status |
|---|---|---|
| Sprague, Earl | Respondent | Active |
| Sprague-Rosser Contacting Co.Ltd | Respondent | Active |
| 561845 Alberta Ltd., Amalgamation Successor of Canar Rock Products Ltd.,(also previously known as 398739 Alberta Ltd.) and Sprague Transport Ltd. | Respondent | Active |
Counsel
Party: Brown, Chad
Counsel
1325 Manulife Place
10180-101 Street North West
Edmonton, Alberta
T5J 3S4
Telephone: (780) 969-6900
Email: JAgrios@kaolawyers.com
Agent
340 Gilmour Street
Suite 100
Ottawa, Ontario
K2P 0R3
Telephone: (613) 695-8855 Ext: 102
FAX: (613) 695-8580
Email: mfmajor@supremeadvocacy.ca
Party: Sprague, Earl
Counsel
#2800 Stantec Tower
10220 103 Avenue NW
Edmonton, Alberta
T5J 0K4
Telephone: (780) 421-1818
Email: rwasylyshyn@ogilvielaw.com
Agent
440 Laurier Ave. West
Suite 200
Ottawa, Ontario
K1R 7X6
Telephone: (613) 691-1224
FAX: (613) 691-1338
Email: mdillon@supremelawgroup.ca
Party: Sprague-Rosser Contacting Co.Ltd
This party is not represented by counsel.
Party: 561845 Alberta Ltd., Amalgamation Successor of Canar Rock Products Ltd.,(also previously known as 398739 Alberta Ltd.) and Sprague Transport Ltd.
Counsel
#2800 Stantec Tower
10220 103 Avenue NW
Edmonton, Alberta
T5J 0K4
Telephone: (780) 421-1818
Email: rwasylyshyn@ogilvielaw.com
Agent
440 Laurier Ave. West
Suite 200
Ottawa, Ontario
K1R 7X6
Telephone: (613) 691-1224
FAX: (613) 691-1338
Email: mdillon@supremelawgroup.ca
Summary
Keywords
Law of professions — Barristers and solicitors — Breach of fiduciary duty — Whether trial judge erred in holding that applicant breached his fiduciary duty to respondents
Summary
Case summaries are prepared by the Office of the Registrar of the Supreme Court of Canada (Law Branch). Please note that summaries are not provided to the Judges of the Court. They are placed on the Court file and website for information purposes only.
In 2008, the applicant was an associate lawyer at a law firm, where he developed a personal and professional relationship with the respondents, who were clients of the firm. An opportunity arose for the applicant to join the corporate respondent, Sprague-Rosser Contracting Co. Ltd., as its General Counsel. The applicant drafted his own employment agreement and presented it to the respondents for signature. The terms of the agreement entitled the applicant to purchase shares in the corporate respondent. At trial, the applicant testified that he advised the respondents to obtain independent legal advice on the draft agreement; the respondents testified that he did not. The applicant resigned from his employment with Sprague-Rosser after approximately seven months, before purchasing any shares in the company. He alleged that he was constructively dismissed and commenced an action against the respondents to enforce the employment agreement.
The trial judge found that the provisions of the employment agreement were uncertain as to essential terms of the share purchase, rendering the agreement unenforceable and void. He further held that the applicant failed to recommend independent legal advice to the respondents, a breach of his fiduciary duty which also voided the agreement. For other reasons, the trial judge held that the applicant was constructively dismissed and entitled to common law notice from Sprague-Rosser and allowed the action to that extent. The action against the remaining respondents was dismissed. The Court of Appeal found no error in either of the bases on which the trial judge found the employment agreement to be unenforceable and dismissed an appeal.
Lower court rulings
Court of King’s Bench of Alberta
0903 05113
Employment agreement unenforceable; action for constructive dismissal allowed as against Sprague-Rosser Contracting Co. Ltd. on common law basis. Action against remaining respondents dismissed.
Appeal dismissed.
Filed documents
The memorandums of argument on an application for leave to appeal will be posted here 30 days after leave to appeal has been granted unless they contain personal information, information that is subject to a publication ban, or any other information that is not part of the public record. You may also obtain copies of the memorandum by filling out the Request for Court records form or by contacting the Court’s Records Centre either by email at records-dossiers@scc-csc.ca or by telephone at 613‑996‑7933 or at 1‑888‑551‑1185.
If you have questions about a memorandum of argument or want to use a memorandum of argument, please contact the author of the memorandum of argument directly. Their name appears at the end of the memorandum of argument. The contact information for counsel is found in the “Counsel” tab of this page.
Downloadable PDFs
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Related links
The factums of the appellant, the respondent and the intervener will be posted here at least 2 weeks before the hearing unless they contain personal information, information that is subject to a publication ban, or any other information that is not part of the public record. You may also obtain copies of factums by filling out the Request for Court records form or by contacting the Court’s Records Centre either by email at records-dossiers@scc-csc.ca or by telephone at 613‑996‑7933 or at 1‑888‑551‑1185.
If you have questions about a factum or want permission to use a factum, please contact the author of the factum directly. Their contact information appears on the first page of each factum.
Downloadable PDFs
Not available
Related links
The condensed books of the appellant, the respondent and the intervener will be posted here upon receipt of the electronic version, 2 days prior to the scheduled appeal hearing. You may also obtain copies of condensed books by filling out the Request for Court records form or by contacting the Court’s Records Centre either by email at records-dossiers@scc-csc.ca or by telephone at 613‑996‑7933 or at 1‑888‑551‑1185.
If you have questions about a condensed book or want permission to use a condensed book, please contact the author of the condensed book directly. Their contact information appears on the first page of each condensed book.
Downloadable PDFs
Not available