n Brown v. General Electric Canada et al., 2024 MBKB 95 (CanLII), Justice Bock had a situation where the Employer sold its assets to a Purchaser who at the same time offered the Plaintiff a job on the same terms and conditions as he had before .
As this was an sale of assets and not shares, the Court found that this was a dismissal by the Employer. This is what the Judge said :
[25] I find Mr. Brown’s employment with General Electric Canada was constructively terminated when it sold GE Transportation to Wabtec. It is clear from the evidence that as a result of that sale, General Electric Canada no longer wanted or needed Mr. Brown’s services. While he was offered continued employment with Wabtec, a separate and distinct legal entity, that did not constitute an offer of continued employment by General Electric Canada. Insofar as his employment there is concerned, it ended with the sale of GE Transportation to Wabtec.
However the Judge went on to find that the Plaintiff’s rejection of the new job offer constituted a complete failure to mitigate and thus awarded no damages for wrongful dismissal.
My Comments :
In Ontario the Plaintiff would still have been entitled to both termination and severance pay because the exception only applies to ” refusing an offer of reasonable alternative employment with the employer “. See Reg 288/01 sections 2(1)5 and 9(1)4.
Note had the sale involved the sale of shares rather than assets there would not even be a termination of employment as the actual legal employer would be the same even when the actual ownership of the employer had changed hands.
Therefore in advising an employee facing a situation involving the sale of a company it is vital to understand the actual methodology of the transaction.
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