



COURT OF APPEAL FOR ONTARIO

CITATION: Srebrolow Lebowitz Spadafora PC v. PW Lawyers
    Professional Corporation, 2018 ONCA 64

DATE: 20180126

DOCKET: C63951

Laskin, Sharpe and Fairburn JJ.A.

BETWEEN

Srebrolow Lebowitz Spadafora PC

Plaintiffs

(Respondents)

and

PW Lawyers Professional Corporation and Paul
    Wilkins

Defendants

(Appellants)

Thomas Slade and Cory Giordano, for the appellants

Jim Srebrolow and Gianmarco Fabiano, for the respondents

Heard and released orally: January 22, 2018

On appeal from the judgment of Justice Jasmine Akbarali
    of the Superior Court of Justice, dated May 19, 2017.

REASONS FOR DECISION

[1]

The appellants make three submissions:

(I)

the motion judge erred in her calculation of net fees under the
    agreement;

(II)

the motion judge erred by imposing liability on PW Lawyers on the basis
    of a constructive trust; and

(III)

the motion judge erred in her costs award.

[2]

On the first issue, the appellants argue two points. First, under the
    agreement net fees can be broader than total fees less referral fees. Second,
    the payment from Wilkins to his paralegal was a referral fee.

[3]

On the first point, the motion judge found that net fees equals total
    fees less referral fees. We agree with her finding, which is supported by the
    language of the agreement.

[4]

On the second point, we also agree with the motion judge that the
    payment to the paralegal was compensation and not a referral fee. Referral fee
    is not defined in the agreement, but, in the common understanding in the
    profession, a referral fee means a referral from an outside lawyer to the firm.
    No evidence was led to show that the respondent firm had any different practice.
    The paralegal was not listed as a referring source under the schedule to the
    agreement. Finally, the
Rules of Professional Conduct
on which the
    motion judge relied, though enacted after the agreement was entered into,
    reflect the well understood meaning in the profession of a referral fee.

[5]

On the second issue, the motion judge was correct in finding that it
    would be unjust for the corporation not to be liable. We add that under clause
    4 (iii) of the agreement, Wilkins agreed to pay to the respondent law firm any
    amount owing to himself and/or any further entities/firm.

[6]

On the third issue, the motion judge made no error in her costs award
    that would justify our intervention. Leave to appeal costs is thus refused.

[7]

For these brief reasons, the appeal is dismissed, with costs to the
    respondent in the amount of $20,000, inclusive of disbursements and HST.

John
    Laskin J.A

Robert
    J. Sharpe J.A

Fairburn
    J.A.


