BC Supreme Court looks: worker says subsequent contract sent not enforceable
The Supreme Court of British Columbia recently dealt with a wrongful dismissal case that raised questions about the formation of employment contracts.
The dispute involved a worker's claim that her initial job offer, accepted via email, constituted a binding agreement. She argued that a subsequent contract, introduced hours later with new termination and non-competition clauses, was unenforceable due to lack of consideration.
This case shows the importance of clear, comprehensive initial employment offers and the potential issues that can arise when new terms are introduced without proper benefits. It emphasises the need for careful drafting of employment contracts and highlights the legal issues that can come up in wrongful dismissal cases.
The case revolved around a 31-year-old worker who applied for a job with a software platform company in 2021. The company develops and operates a platform that allows entrepreneurs to create, market, sell, and deliver their own online courses.
On August 19, 2021, the employer sent the worker an email offer of employment. This offer was detailed and extensive, covering various aspects of employment including compensation, stock options, health benefits, hardware bonus entitlements, learning and development stipends, parental leave programs, vacation entitlements, and work schedules. The email and accompanying documentation totalled approximately 60 pages of information.
The worker accepted the offer the next day, providing her full legal name and desired start date. Later that same day, the employer sent a formal document titled "Protection of Corporate Interests."
This document, just over five pages long, included new terms about termination and non-competition that weren't mentioned in the original offer.
The worker signed and returned this second document. She started working for the employer on September 20, 2021, and continued until she was terminated on May 23, 2023.
The main issue in this case was determining which agreement should be considered binding. The worker argued that the initial email offer, which she had accepted, was a full and binding employment contract.
She said that the subsequent written contract changed the initial agreement by adding new terms without providing any new benefits, making it unenforceable.
The employer argued that the initial email offer and acceptance didn't form a contract of employment. They said the worker knew she wouldn't be working for the employer until she signed a formal employment contract.
The court noted the significant difference between the two agreements:
"Put quite simply, the overall tone and impression of the second document seems to be one of 'we told you about all of the good stuff, but now that you are on board, here are some additional terms that we are imposing on you'."
After considering both arguments, the court sided with the worker. It found that the initial email offer and acceptance formed a complete agreement between the parties.
The court said the employer didn't prove that the worker received any adequate benefit for signing the later written agreement, making it unenforceable.
The court's reasoning was influenced by previous cases, particularly Krieser v. Active Chemicals Ltd. The judge stated:
"Terms of employment were offered and were accepted. Hours later, new terms were presented, one might say imposed. The only possible consideration was that [the worker] could keep the job if she now agreed to the additional, onerous and detrimental terms which had not been included in, or even contemplated by, the original agreement."
After deciding that the initial agreement was binding, the court then looked at what would be a reasonable notice period. The court considered several factors, including the worker's age, length of service, and position.
The court ordered a reasonable notice period of 5 months. In explaining this decision, the judge said:
"I have reviewed the authorities cited by both [the worker] and [the employer] regarding appropriate periods of notice. Not unexpectedly, none of the cases are completely on point and were determined on their own facts and circumstances."
The court's final calculation resulted in an award of $31,647.44 to the worker.
The court also addressed the issue of legal costs:
"I am aware that Rule 14-1(10) of the Supreme Court Civil Rules provides that [the worker] is not entitled to costs, exclusive of disbursements, unless the court finds that there was sufficient reason for bringing the proceeding in the Supreme Court and so orders."
The court decided not to make an exception to this rule, limiting the worker's cost recovery to reasonable disbursements.
