Case # 35380
Harish Bhasin, carrying on business as Bhasin & Associates v. Larry Hrynew, et al. (February 12, 2014)
Heritage Education Funds Inc. (“corporate respondent”) markets registered education savings plans for parent-investors through retail dealers. The appellant and the individual respondent are examples of such retail dealers. After many years, the corporate respondent changed the wording of its standard contract with input from dealers. A new renewal clause stated that either party could trigger non renewal of the contract by giving timely notice before the expiry of a term. The corporate respondent sought to have the individual respondent audit the appellant’s business. The appellant refused access to his confidential information. The individual respondent was a competitor and was interested in merging with the appellant’s business. The corporate respondent subsequently gave notice to the appellant that it would not be renewing his contract. The appellant brought a lawsuit against the corporate respondent and the individual respondent. The individual respondent and corporate respondent were found liable of civil conspiracy against the appellant. The Court of Appeal of Alberta allowed an appeal and dismissed the appellant’s lawsuit. The Court found the appellant’s pleadings to be insufficient. The Court held that the lower court erred by implying a term of good faith. The term of good faith was in the context of an unambiguous contract containing an entire agreement clause.