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CASE #016D – Battiston v Microsoft Canada Inc.
November 22, 2021

ONTARIO – Acceptance of the terms of a contract by clicking a box in an emailed link is notice of an agreement and binding, even though the recipient did not actually read the agreement. A party cannot take advantage of his own wrong.

Battiston v Microsoft Canada Inc,
2021 ONCA 727 https://canlii.ca/t/jjp84
Ontario Court of Appeal, October 18, 2021
(M. Benotto, D. M. Brown and A. Harvison Young JJ.A.)

After 23 years of employment with Microsoft, Battiston was terminated without cause. Battiston succeeded in his action for wrongful dismissal.

The only issue on appeal was the trial judge’s holding that Battison was entitled unvested stock awards after his termination on the basis that a termination provision was not brought to Battiston’s attention could not be enforced because they were harsh and oppressive.

Each year Battiston received an email that read as follows:

Congratulations on your recent stock award! To accept this stock award, please go to My Rewards and complete the online acceptance process. A record will be saved indicating that you have read, understood, and accepted the stock award agreement and the accompanying Plan documents. Please note that failure to read and accept the stock award and the Plan documents may prevent you from receiving shares from this stock award in the future.”

The Respondent confirmed that he received the above emails for 16 years and each year, he clicked to confirm that he had read, understood, and accepted the terms of the Agreement, BUT, that he did not actually read the agreement and believed he would receive the unvested stock options if terminated.

The ONCA held that the trial judge’s decision on unvested stock options could not stand and allowed the appeal for the following reasons:

  1. Battiston expressly agreed to the terms of the agreement for 16 years by clicking the acceptance box;
  2. Battiston made a conscious decision not to read the terms.
  3. By misrepresenting his assent to Microsoft, Battiston put himself in a better position than an employee that did not misrepresent and, as such, Battiston took advantage of his own wrong: Berlingieri v. DeSantis (1980) 1980 CanLII 1823 (ON CA),18.

About Us

Arbitration & Business Cases is a blog created by Igor Ellyn and Robin Dodokin in September 2021. Our intention is to provide timely, concise summaries and commentary of Ontario and Canadian case law on arbitration and business matters.

Igor Ellyn,
QC, CS, FCIArb.

iellyn@ellynlaw.com
www.ellynadr.com
416-540-6611
416-365-3750

Robin Dodokin,
FCIArb., Q.Arb., LL.M, Q.Med.

robin@dodokinlaw.com
www.dodokinlaw.com
416-300-6515