Background:

• In 2013, Goss, an investment advisor, received a $1.6M recruitment bonus from Aston Hill Securities (AHS) as an interest-free loan. Annual $160,000 bonuses (loan forgiveness) were contingent on meeting revenue benchmarks.

• Bonuses for 2014-2015 were withheld despite Goss meeting benchmarks.

• After AHS merged with Brant in 2016, the parties signed an Amended Promissory Note extending the loan repayment period and addressing past bonuses.

• Goss was terminated in 2021, and Brant demanded repayment of $461,000 under the Amended Note. Goss counterclaimed for unpaid entitlements and damages for wrongful dismissal.

Issues on Appeal:

1. Enforceability of the Amended Promissory Note, specifically whether it was supported by fresh consideration.

Court’s Analysis:

• Consideration Law: Courts do not assess the adequacy of consideration if it exists. Valid consideration includes clarifying terms to avoid disputes (e.g., Richcraft Homes Ltd. v. Urbandale Corporation, 2016 ONCA 622).

• The motion judge identified three forms of valid consideration under the Amended Note:

  1. Certainty in the contractual relationship, avoiding disputes during a company acquisition.
  2. Deferred tax liabilities for Goss, avoiding immediate tax consequences on missed bonuses.
  3. Two additional years of interest-free loan status.

• Goss’s reliance on Hobbs v. TDI Canada Ltd. (no consideration in a non-negotiable agreement) was dismissed as the Amended Note was a negotiated agreement without evidence of Goss’s vulnerability.

Disposition:

• Appeal dismissed.
• The Amended Promissory Note was enforceable, and its terms validly resolved disputes over unpaid bonuses.
• Costs of $12,000 awarded to Brant.