In a recent BC Supreme Court decision, a long-term employee’s reasonable notice period was significantly reduced because she filed a wrongful dismissal action during the working notice period. Her lawsuit effectively repudiated the employment relationship, ending the employer’s obligations toward her under the employment contract.

‍

Background

Ms. Adrain worked for Agricom - a trader and exporter of agricultural commodities – in an office administrator role alongside its founder, Mr. Thorpe, for 30 years. On April 8, 2025, Mr. Thorpe advised Ms. Adrain that he was planning to wind down the company and offered that Ms. Adrain could either take over the business or eventually cease employment.

‍

On April 14, 2025, Ms. Adrain had a lawyer send a letter on her behalf to Agricom stating that she would continue to work until the company wound down but demanded $200,000.00 in severance payment to reflect 24 months reasonable notice. In response, on April 29, 2025, Agricom provided Ms. Adrain with 13 months working notice of termination. Ms. Adrain responded through her lawyer that 13 months notice was insufficient. After Agricom did not respond to this letter, Ms. Adrain filed a wrongful dismissal action on May 14, 2025. Agricom filed its response to the action on June 17, 2025.

‍

Parties Positions

Ms. Adrain argued that she was wrongfully dismissed by Agricom, as 13 months working notice was insufficient, and there was no just cause to terminate her. She argued that 24 months was reasonable notice based on her age, length of service, position and skill set and as such, she was entitled to her salary, bonuses, and cell phone expenses for the 24-month period.

‍

Agricom argued that Ms. Adrain’s demand letters and subsequent lawsuit constituted just cause for her termination. In the alternative, Agricom argued that Ms. Adrain repudiated her employment contract by filing the lawsuit, and that they accepted this repudiation on June 17, 2025, by filing their response. As such, Ms. Adrain would be entitled to damages reflecting reasonable notice of termination, minus pay for the months she would have worked if she hadn’t repudiated her employment contract.

‍

Issues

‍

1. Did the demand letters and lawsuit commenced by Ms. Adrain constitute just cause for her dismissal?
2. Did Ms. Adrain repudiate her employment contract by commencing the lawsuit?
3. How should Ms. Adrain’s reasonable notice period be calculated?

‍

The demand letters and lawsuit did not constitute just cause for dismissal

The court acknowledged that there are times when an employee’s legal action against their employer will render the employment relationship incompatible, thus constituting just cause for dismissal. However, the determination depends on the circumstances of each case: para. 48. In Ms. Adrain’s case, the demand letters and lawsuit did not amount to just cause for dismissal. The court considered that it was neither shocking nor unreasonable for Ms. Adrain to communicate with Agricom through her lawyer. Mr. Thorpe had just given her some important decisions to make regarding her future with the company. The letters, while direct, were not overly aggressive, but rather an invitation to negotiate: para. 54. The court also considered Ms. Adrain’s many years of positive contribution to the company, the power imbalance between her and Mr. Thorpe as her boss, and the ambiguous nature of Mr. Thorpe’s original explanation of how the company was going to be wound down. Further, Ms. Adrain worked from home, and she didn’t often have the opportunity to communicate with Mr. Thorpe in person.

‍

Similarly, the lawsuit itself was not scandalous or inflammatory, and was only commenced after Agricom failed to respond to Ms. Adrain’s final letter. The lawsuit did not render the employment relationship incompatible, as it was in very early stages. Ms. Adrain remained willing to work at Agricom while the company wound down and would not have been in close quarters with Mr. Thorpe as she worked from home: paras. 55-56.

‍

Ms. Adrain repudiated her employment contract when she filed the lawsuit

Notwithstanding the above, the court still found that Ms. Adrain repudiated her employment contract by commencing the wrongful dismissal action during her working notice. The repudiation was accepted by Agricom on June 17, 2025, when it filed the response to the action: para. 64.

‍

Ms. Adrain’s reasonable notice period was significantly reduced to reflect her repudiation of the employment contract

Both parties and the court agreed that 24 months was a reasonable notice period and that the 13 months notice provided by Agricom was insufficient. However, the court held that Ms. Adrain’s award should be adjusted to reflect her repudiation of the employment contract, as Agricom was not obligated to compensate her once she had ended the employment relationship. Ms. Adrain repudiated the employment contract 1.5 months into the 13 months of working notice Agricom had given her. As such, the court deducted the remaining 11.5 months of working notice that Ms. Adrain would have worked through, had she not repudiated her employment, leaving her entitlements at only 12.5 months reasonable notice (24 months minus 11.5 months).

‍

The trial of this matter occurred only 4 months after Ms. Adrain was given formal working notice of the termination of her employment. At the time of trial, Ms. Adrain had not yet secured alternate employment. However, the court determined that Ms. Adrain’s reasonable notice period should be deducted by an additional month, on the basis that it was likely Ms. Adrain might find alternative employment within the notice period.

‍

Ms. Adrain’s notice period was further reduced, as Agricom had continued to pay her for a period of 4.5 months after termination. It is also noteworthy that Ms. Adrain was not entitled to damages in respect of bonuses owed by Agricom throughout the notice period. This was because whether she received a bonus each year was entirely up to the discretion of Agricom. The bonuses did not make up an integral part of her compensation, as they were not issued every year: para. 88.

‍

After all the deductions, Ms. Adrain’s reasonable notice period was 7 months with an award of $47,254.70 reflecting her pay during that period.

‍

Takeaways

If an employee commences formal legal negotiations or a lawsuit against their employer, these actions will not always constitute just cause for dismissal. It will depend on whether the legal actions render the employment relationship incompatible in the circumstances.

‍

However, if an employee commences a wrongful dismissal action against their employer during their working notice, the employee will generally be considered to have repudiated the employment contract, effectively ending the employment relationship and ending any obligation on the employer to pay them further. This case serves as a caution to employees who have been given working notice, and are considering legal action, as commencing proceedings may significantly reduce any potential award granted by the court.

‍

However, employers should also be aware that employees who repudiate the employment relationship during working notice may still be entitled to damages if the working notice period provided was insufficient.

‍

A common issue that I have seen in my practice is situations where an employment arrangement appears to have come to an end, but there is no agreement between the parties as to what has happened.  Did the employee resign?  Were they fired?  What does it mean, legally, when an employee fails to show up to work without contacting the employer?

Understanding how these issues are assessed by the court is critical to avoiding costly errors that may lead to years of otherwise unnecessary litigation.

‍

Resignation

Most simply, a resignation occurs when an employee initiates the termination of their employment.  The resignation itself must be both clear and unequivocal.  The test for resignation is a very stringent one, as it has both an objective and subjective component.  Subjectively, the employee must intend to resign, and objectively, the employee’s words and acts must support a finding that they resigned.  

‍

An employer cannot always immediately accept even an apparently clear resignation, especially if the resignation is given in the context of an emotional outburst.  

‍

Because the test is so stringent, it is very easy for a situation to arise where an employer believes that a resignation has occurred when, from a legal perspective, it has not.

‍

By way of example, in the case of Bishop v Rexel Canada Electrical Inc., 2016 BCSC 2351, the court found that there was no resignation in a case where the employee said he was ‘not coming back’, advised ‘yes’ when asked if he was resigning, and when asked again, confirmed again that he was ‘done’.  In Bishop, the court found that no resignation had occurred because the employer had a duty to revisit and inquire about the employee’s statement of resignation because it had occurred during an emotionally heated exchange.  

‍

In English v Manulife Financial Corporation, 2019 ONCA 612, the Ontario Court of Appeal found that submitting a letter of resignation was not a resignation, when an employee had also indicated, verbally, that she was not entirely sure about retiring.  Under the circumstances, this was found to be equivocal, and the employee was permitted to withdraw it the resignation.

‍

Furthermore, employees can revoke even a clear resignation until it has been accepted and acted upon by the employer.

‍

Job Abandonment

An employee who leaves their employment does not always formally communicate an intention to resign.  Sometimes, they will simply stop attending work.

‍

The test in this case is similar to the test for resignation, except that there is no subjective element.  Abandonment occurs when, view objectively, a reasonable person would understand from the employee’s words and actions that he or she had abandoned the contract of employment, typically by failing or refusing to attend work without reasonable excuse.

‍

As with resignation, the circumstances of abandonment matter.  A simple unexplained absence may not, on its own, constitute abandonment.

‍

For example, in Koos v A & A Customs Brokers Ltd., 2009 BCSC 563, an employee on sick leave who failed to return messages from his employer was not found to have abandoned her employment, despite evidence that she had received and reviewed the messages, which asked for an update on her status.

‍

Where there has been conflict between the employer and the employee, the employer will likely have an obligation to clarify the employee’s intentions and warn the employee that a failure to return to work as instructed will be considered abandonment.  

‍

Dismissal

An employee has, as a matter of law, the right to terminate an employee on reasonable notice (or without notice where cause exists).

‍

Like abandonment, the test for dismissal is purely objective.  The test if whether the acts of the employee, objectively viewed, amount to a dismissal. The crucial factor is the clarity with which the dismissal is communicated to the employee.  The notice must specifically and unequivocally indicate that the employment is coming to an end.  

‍

As with resignation and termination, a purported dismissal made under heated circumstances may not actually be a termination.  In Raypold v McEvoy Oilfield Services,[1977] 1 ACWS 111, 2 AR 134, the court found that there was no termination where, in the context of a drinking party, a vice-president told a manager that he wanted to fight him and he was fired.  The vice-president apologized the next day, told the manger he was not fired, and gave a written apology.  The court found, in the circumstances, that there could be no finding of dismissal.

‍

TAKEAWAYS

Whether an employment contract has come to an end is not always easy to determine, especially if it takes place in emotionally charged circumstances.  Parties should take steps to clarify the other side’s intentions and remove any potential ambiguity before committing themselves to a particular legal position.      

‍

Employers will likely want to take great care to make sure that there is no ambiguity before holding that an employee has resigned or abandoned their position, and to give employees a chance to reconsider if the resignation/abandonment took place in an emotional situation.  Even where an employer has made a mistake by treating an equivocal situation as abandonment or resignation, the employer can sometimes salvage the employment relationship by admitting the error and agreeing to reinstate the aggrieved employee.  

‍

Employees should be aware that even if they have resigned or stormed out of work, they can often walk back a resignation or unexplained absence if they approach the employer soon afterwards to clarify their intentions.  At that point, if the employer insists on treating a resignation as binding, the court may find it is a dismissal instead.

‍

Note to Readers: This is not legal advice. If you are looking for legal advice in relation to a particular matter please contact one of our group members. We communicate all these updates to our clients and readers on our Employer Resources Portal and through monthly Newsletters.

‍

On August 7, 2025, the BC Supreme Court issued a groundbreaking decision in Cowichan Tribes v. Canada (Attorney General), recognizing Aboriginal title and fishing rights in part of Richmond’s south arm of the Fraser River. This is the first case in Canada where Aboriginal title has been declared in an urban area overlapping with private property and municipal lands.

‍

The Court ruled that BC has never had authority to extinguish Aboriginal title, meaning government grants of land to private landowners do not displace it. As a result, Aboriginal title can exist alongside private ownership, but conflicts must be resolved through negotiation and reconciliation.

‍

The Court also declared certain Crown and municipal land interests invalid and emphasized that government grants over the Cowichan’s lands amounted to an “ongoing wrong.” While BC has announced an appeal, the decision raises major questions about land ownership certainty in British Columbia, particularly for urban and privately-held lands.

‍

This ruling signals "unfinished business" in BC’s land system and could have ripple effects for property owners, lenders, and investors across BC and Canada. With unresolved claims still outstanding, this decision may affect not only future transactions, but also existing property rights.

‍

With the new Mortgage Services Act (the “MSA”) being introduced in October 2026, individual submortgage brokers will soon be able to use Personal Mortgage Corporations (“PMCs”), giving them a transparent, compliant way to structure their business for tax efficiency and professional flexibility.

‍

What is a Personal Mortgage Corporation?

‍

A Personal Mortgage Corporation allows a licensed submortgage broker to incorporate and operate through their own company, while still working under a licensed brokerage. This modernizes the industry and brings mortgage brokers in line with other professionals like realtors.

‍

‍

Key Benefits:

1. Commissions can be paid directly by the brokerage to the PMC. The individual submortgage broker can then pay themselves salary or dividends from their PMC.
2. Brokers gain tax planning and structuring options
3. Full regulatory oversight remains in place
4. Co-brokering workarounds are no longer needed

‍

‍

Important Notes:

• Each PMC must be 100% owned and controlled by one licensed submortgage broker
• Both the submortgage broker and the PMC must hold licences under the MSA
• PMCs can’t operate independently. They remain tied to a brokerage.
• All compliance obligations apply equally to both the submortgage broker and the PMC. If an individual’s licence is suspended or cancelled, the PMC’s licence is automatically suspended or cancelled as well.

‍

‍

Existing brokers and lenders must be licensed (or claim an exemption) by October 2026.

‍

For full details, see the guidance recently released by BCFSA.

‍

It is with profound sadness that the partners advise of the passing of Larry Hagan on September 3, 2025.

‍

Larry Hagan was born in Saskatoon, Saskatchewan in 1955, graduating from the University of Saskatchewan with a Bachelor of Commerce Degree with distinction in 1978 and a Bachelor of Law Degree in 1979. After graduation, he moved to Calgary and received his designation as a Chartered Accountant in 1981 and was called to the Alberta Bar in 1982. After an extensive world tour he worked in Hong Kong and then practised at a law firm in Calgary. In 1989, he moved to Vancouver and was called to the British Columbia Bar.

‍

In 1990, Larry joined a client company and spent three years in real estate, manufacturing and distributing. He returned to the practice of law in 1993 with Kane, Shannon & Weiler and became a Partner in 1999. He was a member of several tax study groups and lectured extensively to various professional organizations. His practice area was that of income tax planning and documentation with respect to estate planning, income splitting and structuring of purchase and sale transactions to best deal with income tax liabilities. Because of his background, not only as an accountant and a lawyer, but also having spent a number of years in business, Larry provided a unique combination of someone who looked at the practical side of a tax driven plan.

‍

Larry was a lawyer at KSW for around 30 years, and a partner for over 20 years.  He is directly responsible for setting up KSW’s tax law group, which remains the only substantive tax law group in BC outside of downtown Vancouver.

‍

Larry had a big heart. He was always ready to champion the cause for those in need, whether it was rallying his partners to fundraise, or through his work with the Rotary Club. Together with his wife Carol, Larry raised millions of dollars for the Juvenile Diabetes Research Foundation.

‍

We will miss his hearty laugh, his impromptu last-minute lunches and his zest for adventure.

TWO KSW LAWYERS’ FEATURED IN THE BEST LAWYERS: ONES TO WATCH IN CANADA (2026 EDITION)

‍

KSW Lawyers is thrilled that lawyers Aman Bindra and Eoin Logan were recognized in Best Lawyers: Ones to Watch in Canada

‍

Surrey, BC, September 4, 2025 – KSW Lawyers, a leading law firm in the Fraser Valley and lower mainland, is pleased to announce that lawyers Aman Bindra and Eoin Logan have been featured in the 2026 edition of The Best Lawyers: Ones to Watch in Canada.

‍

“Our firm is proud to see Aman and Eoin featured in The Best Lawyers: Ones to Watch in Canada” says partner Peter McCrank.

‍

The 2026 edition of The Best Lawyers: Ones to Watch in Canada, decided by rigorous peer-review, covers over 50 practice areas across 17 regions and highlights emerging talent in the legal profession. The award is bestowed upon a lawyer by others in their field through a rigorous peer-review process.

‍

“It is an honour to have received this recognition for the third consecutive year” says lawyer KSW Lawyer Aman Bindra who was highlighted in the Commercial Leasing Law, Corporate Law and Real Estate Law categories.

‍

This is the first year in which Immigration Negligence lawyer Eoin Logan earned the prestigious title of Best Lawyers: Ones to Watch, in the Personal Injury Litigation category.

‍

“We are proud to work alongside emerging lawyers who have demonstrated excellence in their field,” says partner Peter McCrank, “On behalf of the entire KSW Lawyers team, congratulations Aman and Eoin!”

‍

KSW Lawyers was founded in 1973 and primarily serves clients in Surrey and the surrounding areas in matters of business law and real estate transactions. Since that time, however, our firm has grown in size and scope to be in a position to represent individual and corporate clients across a wide variety of practice areas. Today, we maintain office locations in Surrey, South Surrey/White Rock, Abbotsford, Langley and Vancouver, and our lawyers serve clients throughout the Fraser Valley and the Lower Mainland.

‍

FOUR KSW LAWYERS’ FEATURED IN THE BEST LAWYERS IN CANADA (2026 EDITION)

KSW Lawyers is thrilled to have four lawyers recognized in The Best Lawyers in Canada

‍

Surrey, BC, September 4, 2025 – KSW Lawyers, a leading law firm in the Fraser Valley and lower mainland, is pleased to announce that four of their lawyers: Chris Drinovz, Christopher Godwin, Michael J. Weiler and Peter McCrank have been featured in the 2026 edition of The Best Lawyers in Canada.

‍

“Our firm is thrilled to once again have four lawyers across two of our locations recognized in The Best Lawyers in Canada” says partner Travis Brine.

‍

The 2026 edition of The Best Lawyers, decided through rigorous peer review, in Canada covers over 70 practice areas across 26 regions and recognizes the professional excellence of the top lawyers in the country. The prestigious title of Best Lawyers in Canada is held by less than 10% of all lawyers in the country.

‍

“It is an honour to have received this recognition for the second year in a row” says lawyer and partner Chris Drinovz who was highlighted in both the Labour and Employment Law and Workers’ Compensation Law categories.

‍

Drinovz is one of two lawyers based in the KSW Lawyers Abbotsford office to be featured. KSW Abbotsford lawyer Christopher Godwin was recognized in the Personal Injury Litigation category, while KSW Surrey lawyers Peter McCrank and Michael Weiler received awards in the Real Estate and Administrative and Public Law categories respectively.

‍

“We are proud to work alongside such accomplished lawyers in their fields,” says partner Travis Brine, “On behalf of the entire KSW Lawyers team, congratulations Chris, Christopher, Michael and Peter!”

‍

KSW Lawyers was founded in 1973 and primarily serves clients in Surrey and the surrounding areas in matters of business law and real estate transactions. Since that time, however, our firm has grown in size and scope to be in a position to represent individual and corporate clients across a wide variety of practice areas. Today, we maintain office locations in Surrey, South Surrey/White Rock, Abbotsford, Langley and Vancouver, and our lawyers serve clients throughout the Fraser Valley and the Lower Mainland.

Starting June 30, 2025, B.C.’s new Commercial Liens Act makes it easier and more consistent for service providers to secure payment for their work. Whether you fix, store, move, tow, or salvage goods, the rules are getting simpler, fairer, and more flexible.

‍

Right now, different industries follow different lien laws, which can be confusing and costly. The new Act rolls everything into one clear set of rules and connects it with B.C.’s Personal Property Security Act (PPSA).

‍

What’s Changing:

• No Possession? No Problem: You can now enforce a lien even if you don’t have the goods in your possession.
• Automatic Liens: Your lien rights kick in as soon as you start the work, no matter where the goods are.
• More Goods Covered: Liens now apply to all types of goods, not just specific vehicles or equipment.
• Easier Sales Process: Selling goods to recover unpaid bills will follow the same, simpler process for everyone.
• Expanded Rights for Carriers: All transport providers can claim liens, and the amount secured can include agreed or market rates.

‍

Overall, the Act modernizes lien laws so service providers can get paid faster and owners know exactly what to expect.

‍

He’s making a list,

Checking it twice,

Gonna find out who’s naughty or nice.

- Santa Claus Is Coming To Town

‍

‍

Just like Santa, governments make lists to find out who’s been naughty.

In British Columbia (BC), the Land Owner Transparency Registry (LOTR) and Corporate Transparency Registry (CTR) are (or will soon be) public databases listing the beneficial owners of land and corporate interests. These registries were created to help governments of all levels - and across borders - to counter money laundering and the financing of terrorism.

‍

Unlike Santa’s private list, the LOTR and CTR will be available to the public to search, at no or nominal cost. If your name and information are going to be included, the responsibility to notify you lies with another party – not the government.

‍

This means that your personal information could end up in a public registry without notice from the government – only from another party who may not be fully aware of their obligations.

‍

So, how do you know whether you are a beneficial owner of land or company shares, and whether your name could appear on these registries? Read on.

‍

‍

Land Transparency

Since November 30, 2020, all transfers of land in BC have required buyers to file a transparency declaration. The declaration serves to compel disclosure of other “beneficial owners” [1] – the individuals who ultimately own or control the property.

Entities like bare trustees, nominees, and non-natural persons (such as corporations, trusts, and partnerships) typically have beneficial owners who must be disclosed.

‍

‍

Joint Ownership of Land and Bare Trusts

Most landowners in BC begin as sole or joint owners. While it is common for couples to own property via joint tenancy, for other variations of joint ownership, the tax implications are tricky to navigate. For example, parents may add an adult child on the title of their home (or another property) to avoid probate fees on death. Even if that transfer is exempt from property transfer tax, for income tax purposes the parent is considered to have transferred half the property. This can impact the principal residence exemption, and often involves other income tax implications.[2]

‍

Bare trust arrangement have often been used to avoid property transfer tax, allowing beneficial ownership to transfer without changing title. For example, an individual may transfer beneficial ownership of land to a holding company as part of an estate freeze, but remain on title as bare trustee. In the case the parent adding a child on title – often exempt from property transfer tax – a bare trust can help to manage the income tax implications.

‍

‍

Corporate Transparency

Since October 1, 2020, most private companies in BC have been required to keep and maintain a registry of beneficial owners.[3] Although the type of information required is similar to the LOTR, corporate transparency rules are broader, covering influence, control and relationships where parties act in concert.

‍

Once the public corporate transparency register rolls out, companies in BC won’t be able to file annual reports without submitting beneficial owner details.

‍

‍

Corporate-Owned Land and Trust Planning

Where corporate and land transparency overlap, as is the case for BC Companies that own land, it will be critical to ensure consistency between LOTR and CTR filings. Before reporting land ownership, companies should review their corporate transparency register and seek legal advice if needed. Likewise, corporate administrators or directors responsible for maintaining records should review past LOTR filings before submitting information to the CTR.

‍

As the LOTR and CTR work together, it will soon be easy to identify beneficial owners of land and their companies in BC – regardless of whether those individuals have done anything wrong. While criminals should not be able to hide behind corporate entities, law-abiding taxpayers should still have the right to organize their affairs privately and legally.

‍

One notable concern is that company owners who’ve followed sound tax and estate planning advice may find their family trust information — including beneficiaries — made public. These decisions are deeply personal, and this level of exposure represents a significant erosion of privacy.

‍

‍

Conclusion

However earnest the government’s push for transparency may be, it also needs to protect the freedoms and privacy of its citizens. Currently, the LOTR cannot be searched without registering for a LTSA account. We expect the CTR to have similar safeguards. Still, these safeguards may not be sufficient.

‍

What’s clear is that tax authorities in Canada — and possibly abroad — will have access to this transparency information. As such, clients would be wise to ensure that their legal and tax advisors are aligned across land transparency, corporate filings, and annual tax returns (including new trust reporting obligations).

‍

Now is the time to review and update your business succession and estate plans.

‍

‍

End notes

[1] As defined in the Land Owner Transparency Act, SBC 2019, c 23.

[2] There are other material legal risks involved in adding a child on title as joint owner. Seek legal advice for your circumstances before making any change to title.

[3] While the Business Corporations Act, SBC 2002, c 57, does not define “beneficial owner”, it does define “beneficially own” as including ownership through any trustee, personal or other legal representative, agent or other intermediary.

‍