Employer claimed that employee breached code of conduct after he e-mailed copy of private placement memorandum to friend who was also in investment business
By: Howard A. Levitt ; Editor: Stephanie Wiebe
EMPLOYMENT — Wrongful dismissal — Cause — Plaintiff employee’s employment with defendant employer was terminated after eight years after he e-mailed copy of private placement memorandum (”PPM”) to friend who was also in investment business — PPM was unsolicited document sent to employee by investment promoter, which contained information that could be found in publicly available sources — Employer claimed that employee breached its code of business conduct (”Code”) — Employee commenced action for wrongful dismissal — Trial judge found employee’s employment was terminated without legal cause and that appropriate notice period was 15 months — Trial judge concluded employee’s release of PPM did not violate Code, finding that Code’s prohibition against disclosing “investment information” to third parties did not apply — Judge held prohibition was aimed at protecting confidential information and that PPM did not create obligation on employer or employee to treat document as confidential — Employer appealed — Appeal dismissed — Trial judge carefully reviewed provisions of Code and made findings supported by evidence — Focus of judgment was to explore scope of employer’s confidentiality obligations — Ultimately, employer withdrew its assertion of confidentiality — Trial judge found that employer did not have obligation to hold PPM in confidence, despite wording in PPM and covering letter sent to employee which asserted claim to confidentiality, since document was sent unsolicited and there was no evidence of established industry practice that PPM was to be treated as confidential — Judge’s conclusions were supported by evidence and entitled to deference.