Appeal Court Upholds $1.8 Million Award to Retired Employee: Key Lessons

Before making major decisions affecting senior employees — particularly regarding retirement, compensation, or dismissal — experienced employment law counsel should be consulted to avoid costly mistakes.

In the recent decision of Boyer v. Callidus Capital Corporation, 2025 ONCA 79, the Ontario Court of Appeal (OCA) delivered another strong reminder to employers about the risks of poorly documented employment agreements and trying to re-litigate dismissed claims. The OCA upheld a $1.8 million award to a retired Vice President for unpaid vacation, deferred bonuses, and unvested stock options.

Here’s a closer look at what happened and the important takeaways for employers.

Background

The employee served as Callidus Capital’s Vice President of Underwriting and Portfolio Management from 2009 until 2016 under an oral employment agreement. His compensation included a base salary, deferred bonuses, stock options, and four weeks’ vacation annually.

After announcing his intention to retire at the end of 2016, the employee claimed he was subjected to a toxic work environment. His duties were reassigned, and when he requested to take his accrued vacation, the employer refused. Feeling he had no choice, the employee resigned early and later sued for unpaid compensation and damages.

Callidus counterclaimed, alleging the employee mismanaged three loans and breached fiduciary duties. However, the OCA dismissed the counterclaim in 2023, finding it lacked the required legal and factual foundation.

At the motion stage, the employee was awarded damages for:

22 weeks of unused vacation pay: $93,076

Deferred bonuses (2014–2015) with interest: $525,000

Value of unvested stock options: $1,213,856

Employer’s Appeal — and Why It Failed

On appeal, Callidus tried to argue that the employee’s alleged misconduct amounted to just cause for dismissal and that the awards were inappropriate. The OCA rejected all arguments, finding:

1. No Procedural Error
The employee’s claims were properly pleaded, and the employer had full opportunity to test the evidence during the summary judgment process.

2. Issue Estoppel Applied
The employer was attempting to “repackage” material facts from its already-dismissed counterclaim to advance a new just cause defence. The Court held that issue estoppel barred this — once a matter has been decided, it cannot be re-litigated.

3. Summary Judgment was Appropriate
The Court agreed the matter was suitable for summary judgment, noting the case involved modest complexity and the written record allowed a fair resolution without a full trial.

4. Employee Entitled to Damages
The motion judge correctly awarded damages for unpaid vacation, deferred bonuses, and stock options based on the oral contract and the employer’s practices. The Court emphasized that the employer’s failure to clearly document any limitations on benefits worked against it.

Key Takeaways

1. Clearly Document Employment Terms

In Callidus Capital, the absence of a written employment contract meant the Court had to rely on evidence of verbal promises and past practices. Employers must ensure that key terms — especially those involving bonus plans, stock options, and vacation entitlements — are clearly recorded in writing.

2. Communicate Changes in Writing

Any changes to an employee’s compensation, benefits, or working conditions should be properly documented and communicated. Silence or informal practices can create enforceable rights.

3. Be Cautious with Counterclaims and Appeals

If a Court has already dismissed a claim or defence, trying to reframe the same facts in another proceeding is risky and likely to be barred by issue estoppel. Employers should focus appeals on legitimate legal or factual errors — not a second attempt to reargue rejected points.

4. Don’t Take Deferred Compensation Lightly

Deferred bonuses and unvested stock options are legally enforceable rights if they are not properly restricted. Employers must be careful when drafting bonus and stock option plans and ensure employees understand the conditions attached to them.

5. Seek Legal Advice Early

Before making major decisions affecting senior employees — particularly regarding retirement, compensation, or dismissal — employers should consult employment counsel to avoid costly mistakes.

Need Guidance on Employment Agreements or Compensation Policies?

At Minken Employment Lawyers (Est. 1990), we help employers draft, review, and update employment agreements and workplace policies to avoid legal pitfalls.

Contact us today at contact@minken.com or 905-477-7011.

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Please note that this article is for informational purposes only and does not constitute legal advice nor should it be relied on as legal advice or opinion.