England Securities Ltd. v. Ulmer

Key Points:

1. Background:

   • Employment: Darcy Ulmer worked for TEG from 2011 to 2015, transitioning from "Special Projects" to "Investor Relations Manager".
   • Move to Churchill: In 2016, Ulmer started working for Churchill while still assisting TEG. TEG alleged Ulmer breached fiduciary duties by using confidential information to benefit Churchill.

2. Trial Court Findings:

   • No Fiduciary Duty: The trial judge found Ulmer did not have sufficient authority or discretionary power to owe fiduciary duties to TEG; his role was mainly administrative.
   • No Misconduct: Ulmer’s actions in communicating with TEG’s investors and promoting Churchill products did not breach fiduciary duty.

3. Appeal Court Analysis:

   • Standard of Review: The existence of a fiduciary relationship is a factual determination. Appellate intervention requires a palpable and overriding error.
   • Fiduciary Criteria: The court applied the Supreme Court of Canada criteria, emphasizing discretion, vulnerability, and Ulmer’s employment nature.

4. Costs Award:

   • Double Costs: The trial judge awarded double costs to the respondents because TEG unreasonably refused a settlement offer that exceeded trial recovery.
   • Reasonableness: The judge found TEG’s damages theory unsubstantiated and refusal of the offer unreasonable.

Conclusion:

• The appeal was dismissed, affirming both the dismissal of the action and the award of double costs to the respondents, no amount specified.