Law360 Canada (July 18, 2024, 12:26 PM EDT) -- Appeal by Riley from trial judge’s finding that there was binding contract for sale of goodwill of Farell’s investment book of business or alternatively, Riley was unjustly enriched. Farrell was an investment advisor at Gravitas Securities (Gravitas) with a book of clients. He agreed that his client’s investments would be handled by Riley, a portfolio manager. Riley contacted the clients without informing Farrell. Farrell interpreted this as an attempt to take over his book of business. Discussions occurred about Riley purchasing Farrell’s participation rights. Farrell’s lawyer sent an email (July 31 Email) proposing sale terms but stating it was “without prejudice” and not binding unless signed. After Farrell’s termination from Gravitas, in a Sept. 27 email, Riley offered to pay $90,000, payable in 36 equal monthly payments of $2,500 or, alternatively, a lump sum payment of $76,500 for the goodwill. Farrell accepted but Riley made no payment. Farrell commenced an action for breach of contract. In the 36 months following Farrell’s termination and his attempt to accept Riley’s offer of payment for the goodwill in his book of business, Riley received over $180,000 in fees and commissions. Farrell submitted that a contract was formed by Riley’s offer and his acceptance. Riley argued that no contract was formed and denied any unjust enrichment....