Background & Issues:

Chad Brown, the appellant, sued the respondents, including Earl Sprague and Sprague-Rosser Contracting Co. Ltd., for breach of an employment contract titled Offer of Employment and Commitment to Key Employee. The trial judge dismissed the claim, finding the contract void for uncertainty and Brown in breach of fiduciary duty. Brown appealed, arguing these findings were erroneous.

Key Findings & Decision:

• The majority upheld the trial judge’s conclusion that the contract lacked essential terms (subject matter and price), making it unenforceable.
• Brown, a lawyer, was found to have failed in his fiduciary duties by not advising Sprague to seek independent legal counsel. The trial judge rejected Brown’s testimony on this issue, citing adverse credibility findings.
• Justice Wakeling, concurring, emphasized that lawyers entering business transactions with clients must meet strict fiduciary obligations, including ensuring the client is independently advised.
• Because Brown breached these duties, the respondents had the right to void the contract, and the appeal was dismissed.
• No additional monetary award was ordered in this decision.