Zara is seeking your professional opinion about whether she has a claim against the other two partners, for failing to disclose the details of the discussions regarding NetworkForward Corporation.Review the Supreme Court of Canada case of Bhasin v. Hrynew, [2014] 3 SCR 494, 2014 SCC 71 (CanLII) [LINK] and relevant cases which follow the Bhasin case.What legal principles were developed by the Supreme Court of Canada in the Bhasin case and how has the Supreme Court applied these principles in later cases?How would you apply those legal principles to the facts regarding Zara? What legal remedy would you give Zara? Why? Explain using only Ontario and Canadian case law and legal principles.https://www.canlii.org/en/ca/scc/doc/2014/2014scc71/2014scc71.html?autocompleteStr=Bhasin%20v.%20Hrynew&autocompletePos=1
Zara had been a software engineer for five years, specializing in Artificial Intelligence. She was offered a partnership position in a small Toronto consulting firm. At that time, there were two partners: Saul, an electrical engineer who specializes in computer hardware; and Marco, a software engineer who specializes in network systems. The following is a transcript of what was said prior to Zara signing the partnership agreement: Zara: Would I be specializing in Artificial Intelligence applications? That is my preference. Saul: That is certainly our hope, though the partnership agreement doesn't say that. We are using a standard form partnership agreement that we downloaded from the internet. Marco Our Artificial Intelligence business has been growing steadily and we would expect it to continue to grow. That is why we would like you to join us. You will start with about 50% of your time doing Artificial Intelligence consulting, and it should grow to about 90% of your practice in a few years. Zara Very good. Saul: As you can see in the agreement, you will contribute $25,000 to the partnership on joining, which will be used for partnership expenses. You will receive 15 percent of the partnership profits for the first three years, and then it will increase by 3% each year until you receive 33% of the partnership profits. Zara The agreement looks fine. I am prepared to sign and to contribute the $25,000. Two years later, Zara is very unhappy. The volume of Artificial Intelligence work in the firm did not increase, but rather decreased by 50%. Three months after she joined the firm, a major client, NetworkForward Corporation, moved all of its Artificial Intelligence and networking business to another consulting firm. Because of this, Zara has been spending most of her time doing office network consulting, which she doesn't like. Also, the firm's profits have decreased because of the loss of revenues from NetworkForward Corporation. Therefore, Zara's take home earnings have decreased. Her partnership income started at $75,000 per year, but two years later, she was taking home only $50,000 per year. As a partner, Zara has access to all partnership communications. Recently, she stumbled upon the following email chain between Marco and Saul one month before she joined the firm: Marco We need a new partner for the Artificial Intelligence business to service NetworkForward Corporation, which is always developing new systems. We can't afford to lose this client! Saul Yes, we need to keep NetworkForward happy. It could lead to more consulting work and other opportunities. Very profitable! I am a little concerned, however, because NetworkForward's president told me a few weeks ago that she is considering moving all of their business to a larger consulting firm, so we need to keep NetworkForward and we need to keep the Artificial Intelligence business! Saul All the more reason we need to bring in someone new ASAP