Executive Summary: Key Legal and Evidentiary Issues

• Defendants sought summary dismissal of all claims, arguing there were no genuine issues of material fact for trial.

• The court found numerous material factual disputes, particularly regarding whether Pineau-Pandya owed and breached fiduciary duties to Unisys.

• Disputes included the nature of Pineau-Pandya’s role, whether she solicited employees, and the circumstances of her termination.

• Defendants failed to provide sufficient evidence or notice to support summary judgment on the majority of claims.

• The court emphasized that credibility assessments and factual determinations are required, which cannot be resolved at the summary judgment stage.

• The motion for summary judgment was dismissed and the matter will proceed to trial.

Facts of the case

Unisys Canada Inc. (“Unisys” or the “plaintiff”) commenced this action in 2018 against several of its former employees—Andrea Pineau-Pandya, Matthew Watts, Karen Caldwell (now Karen Hildebrand), Shiliang Lu, Fang Gao, Qiushi Li, and Natasha Squires—as well as Meraki IT Consulting Incorporated (“Meraki”). Meraki was created by Pineau-Pandya, who had been employed at Unisys for 16 years and headed the service delivery department. Unisys terminated Pineau-Pandya’s employment on October 24, 2016, for what it claimed was just cause. Pineau-Pandya disputed this, and her claim was settled a few months later. She incorporated Meraki in October 2017 and entered into a contract with CSDC Systems Inc. The other individual defendants were also former Unisys employees who left to work at Meraki.

Unisys alleged that the individual defendants breached their common law and contractual ongoing obligations, including breaching Employee Proprietary Information and Invention Agreements, misusing Unisys’ confidential information, and participating in Pineau-Pandya’s alleged breach of fiduciary obligations. Unisys claimed Pineau-Pandya breached fiduciary duties by misusing confidential information, soliciting employees, and taking corporate opportunities, including services related to the AMANDA software. It further alleged that Pineau-Pandya induced the individual defendants to breach their obligations and that Meraki induced and benefited from these breaches. Unisys also alleged that the defendants unlawfully conspired to harm its economic and business interests. The defendants denied the claims and counterclaimed, but the counterclaim was not the subject of this motion.

Summary judgment motion and legal framework

On August 24, 2020, the defendants filed a motion for summary judgment under Civil Procedure Rules 13.01 and 13.04, seeking to dismiss all or some of Unisys’s claims. The court applied the five-part test for summary judgment from Shannex Inc. v. Dora Construction Ltd., 2016 NSCA 89. The first step requires the moving party to show there is no genuine issue of material fact in dispute. If such issues exist, summary judgment is not appropriate and the case must proceed to trial.

Key issues and factual disputes

The court focused on the claims related to alleged breaches of fiduciary duty by Pineau-Pandya, as these were the main subject of the defendants’ motion. The court found several material facts in dispute, including:

• Whether Pineau-Pandya was a key employee with fiduciary obligations, considering her job duties, responsibilities, and the degree of trust and reliance Unisys placed in her. There was conflicting evidence about her role and authority within Unisys.

• The extent of Unisys’s vulnerability following Pineau-Pandya’s departure, with disputes over whether her role was essential to the company’s business.

• Whether Pineau-Pandya solicited other Unisys employees to join Meraki, with conflicting accounts and a lack of documentation making credibility assessments necessary.

• The circumstances of Pineau-Pandya’s termination, specifically whether it was for just cause, involving disputed accounts of her conduct and performance, including comments made at a conference and communications with Service Nova Scotia.

The court noted that these disputes are not incidental but are material facts that would affect the result and require credibility assessments that cannot be made on a summary judgment motion.

Discussion of procedural fairness and notice

Unisys argued that the defendants failed to provide clear notice as to which causes of action they sought to have dismissed, focusing almost exclusively on the fiduciary duty claim. The court agreed that it would be procedurally unfair to dismiss claims not explicitly addressed by the defendants, as this would deny Unisys the opportunity to respond meaningfully. The court found that the defendants’ broad and vague statements, without supporting evidence, were insufficient to support summary judgment on the remaining claims.

Ruling and outcome

Justice Glen G. McDougall concluded that the defendants had not met their burden to show there were no genuine issues of material fact as required by the Shannex test at step one. The presence of numerous factual disputes, particularly those requiring credibility assessments, meant that summary judgment was inappropriate. The defendants’ motion for summary judgment was dismissed in its entirety. The court left the question of costs to be resolved between the parties or through further written submissions within 30 calendar days of the decision’s release. No specific monetary award was made at this stage, as the motion was solely for summary judgment and did not address the merits of the underlying claims. The court will schedule a hearing to address the requirements of Civil Procedure Rule 13.08.