View cases - Stewart McKelvey

., ....3OVERVIEWTheClaimant, Ms. Cormierwas a shareholder and an employeeoftheRespondent, SharecareHomesIncorporated (the "Company"). The other shareholders ofthe company were Sharon Nordqvist andKurt Nordqvist.Ms. Cormier was employed by the Company pursuant to the terms of a Manager EmploymentAgreement (the "Employment Agreement" (exhibit PI tab 3). Clause 8 ofthat agreement gave the2010 NSSC 252 (CanLII)Company the right to terminate Ms. Cormier for cause, which was defined as, inter alia, "anymaterial breach ofthe provisions ofthis agreement".There was a Buy Sell Agreement between Ms. Cormier and the Nordqvists dated March 29, 1999(exhibit PI tab 2) to which the Companywas a party. The Buy Sell Agreement provided that on thetermination ofMs. Cormier's employment with the Company, she was to sell her shares to the othershareholders (Clause 9.01). The Agreement provided a mechanism for establishing thevalue oftheshares to be sold (Clause 9.02).Clause 7.03(b)(ii) ofthe Buy Sell Agreement provided that ifMs. Cormier should commit an act of"default" then the price to be paid for her shares would be reduced by 20%. An event ofdefault isdefined in the agreement as a failure to observe, perform or carry out any ofher obligations underthe Employment Agreement.On October 31, 2005, the Company purported to terminate Ms. Cormier for cause (exhibit PI tab39). Ms. Cormier has disputed the Company had cause to terminate her employment and hasclaimed damages for wrongful dismissal. The parties have submitted to me as a sole arbitrator theissue whether the Company had cause to terminate Ms. Cormier's employment and, if not, whatremedy should be provided. In the hea.n..ng and in the subsequent sllbmissions of counsel, bothparties proceeded on the premise that the degree ofdefault that would justify a dismissal for causewould also be the degree ofdefault that would trigger the 20% reduction ofthe purchase price. The