Non-equity partner's firing leads to legal showdown over who's responsible for what
An Ontario court has ruled that a non-equity partner’s wrongful dismissal lawsuit can proceed not just against his former law firm, but also against the individual partners and their professional corporations.
Justice Ira Parghi, writing for the Superior Court of Justice in a decision released October 9, 2025, found that the language of the partnership agreement left open the possibility that multiple parties could be on the hook for obligations like unpaid fees and post-termination conduct.
Zev Bergman, a non-equity partner at Diamond & Diamond Lawyers LLP, was terminated in September 2024. He claimed the firm breached their partnership agreement by withholding fees and trying to take over his clients after he left. Instead of suing just the firm, Bergman named the individual partners and their professional corporations as defendants, arguing that everyone who signed the agreement could be on the hook.
The firm’s leadership argued that only the company should be liable. But Justice Parghi pointed to the partnership agreement, which was signed by all parties and included an “enurement clause” binding successors and assigns. The court found that this wording left open the possibility that more than one party could be responsible for things like unpaid fees.
Justice Parghi wrote: “The agreement provides that Mr. Bergman ‘shall be entitled to a base draw against fees earned and payable,’ without specifying who is to pay that base draw.”
Specifics of partnership agreement
A key part of the court’s reasoning focused on the partnership agreement, which did not specify who was responsible for paying Bergman’s fees, leaving multiple parties potentially liable. The enurement clause also extended obligations to successors. Justice Parghi distinguished this case from Tataryn v. Diamond & Diamond, noting that “the plaintiffs are not former clients of the defendant firm, as the plaintiff in Tataryn was. They are its former partners.
"The agreement was signed not just by the firm, as the agreement in Tataryn was, but also by all the individual defendants. The individual defendants each contracted directly with the plaintiffs. That is a significant difference between this case and Tataryn, and one with which the defendants do not grapple.”
The lack of clarity in the agreement kept all defendants in the case. The court found that the contract’s wording left open the possibility that responsibility for payments and obligations could rest with multiple parties. With questions still lingering over who owed what, the court declined to release any of the named defendants at this stage. The dispute over contract details ensured that everyone who signed remained part of the legal proceedings.
Lawsuit to go ahead
The court wasn’t swayed by the defendants’ push to get themselves off the hook. Instead, the lawsuit is set to move ahead against the law firm, the individual partners, and their corporations, all of whom signed the partnership agreement.
With the agreement’s wording up for debate, the door remains open for more than just the company to be held accountable for issues like pay and termination.
