The Alberta Court of Appeal has released its first decision of 2017—Styles v. Alberta Investment Management Corporation, 2017 ABCA 1—and it is undoubtedly welcome news (and a nice gift) to employers.
The issue of whether or not a dismissed employee is entitled to bonus compensation during the period of reasonable notice has been a hot topic as of late. In Styles, the Alberta Court of Appeal weighed in and concluded that (1) in the event of a without-cause termination, an employer is not obligated to provide the employee with reasons for the termination; and (2) employees are not entitled to bonus payouts where they have not met the contractual preconditions. Suffice it to say, Styles looks to be ringing in a better 2017 for employers.
Background
The plaintiff, David Styles, was employed as an investment manager with AIMCo. AIMCo’s Long Term Incentive Plan (LTIP) provided Styles with an incentive bonus after four years of employment as long as he was “in active employment” at the time the LTIP bonus vested.
AIMCo terminated Styles on a without-cause basis after three years of employment, prior to the LTIP vesting. Although AIMCo provided Styles with pay in lieu of notice, it did not pay any compensation in respect of the LTIP.
Lower court decision
The lower court agreed with Styles that AIMCo had exercised its “discretion” in terminating him, and that such discretion was required to be exercised in good faith.
Because AIMCo had not provided reasons for Styles’ termination, the good-faith component was not met. Further, despite the “active employment” precondition in the LTIP, the trial judge found that Styles was entitled to a prorated LTIP bonus for his three years of employment.
Court of Appeal decision
On appeal, the Alberta Court of Appeal reversed the lower court’s decision and found in favor of AIMCo. The court made several important findings. First, it confirmed that “active employment” was a clear condition precedent in the contract. As such, the employer was not “exercising discretion” in not paying Styles any portion of the LTIP bonus but simply following the terms of the contract.
Second, the court disagreed that the employer’s decision to terminate the employee on a without-cause basis should be described as a “discretion” or that the decision to terminate was subject to judicial review. Instead, the court found that the employer had a fundamental right to terminate the employment contract, and where this was done on a without-cause basis, the employer was not required to provide reasons for the termination.
The court strictly interpreted the “good faith” requirements set down by the Supreme Court in Bhasin v. Hrynew 2014 SCC 71. While Bhasin applies to parties’ conduct in respect of contractual performance, the Alberta Court of Appeal stressed that these principles do not extend to contractual negotiation. Accordingly, just because the LTIP vesting provisions in Styles’ employment contract were not in his favor did not mean that the court could or should step in to correct a bad bargain.
Takeaway for employers
The Court of Appeal’s decision in Styles is reassuring for employers on the following important points:
- Where an employment contract clearly excludes certain bonuses on termination, that agreement will bind the parties. In particular, a bonus plan can be limited to employees who are “actively employed” on the day the bonus is awarded.
- An employer is not obligated to justify or provide reasons for a without-cause termination.
- An employer’s “good faith” obligations under Bhasin apply to the performance of a contract but do not extend to its negotiation. In particular, in performing a contract, an employer is not obligated to offer an employee more favorable terms than those agreed to in the contract.
While all of the above points are great news for employers, this decision also serves as a reminder of the importance of good contractual drafting. The power imbalance in employment contract negotiations means that any vague or uncertain terms will be interpreted in favor of the employee. As such, where employers want to limit payments on termination, these clauses should be crystal clear and include all necessary definitions (i.e., “active employment”) for proper interpretation.
