When Baker v Van Dolder's Home Team Inc, 2026 ONCA 568 was released in August, it was celebrated by many employer-side commentators as a return to common sense. Some suggested that the era of close scrutiny of termination clauses was over, and that employees who had been dismissed on "minimums only" contracts should simply accept what they were offered.
The Court of Appeal for Ontario has now shown where that reading stops. In Ghazvini v Canadian Imperial Bank of Commerce, 2026 ONCA 766, released on October 29, 2026, the Court upheld a trial decision awarding three former CIBC employees full common law reasonable notice, even though their contracts purported to limit them to the statutory minimums. The decision brings welcome clarity about the limits of Baker as a constraint on two earlier decisions that protect employees: Waksdale v Swegon North America Inc, 2020 ONCA 391 and Rossman v Canadian Solar Inc, 2019 ONCA 992.
If you have been dismissed and told that your contract caps your entitlements, this case matters to you.
A quick refresher on the three earlier cases
Waksdale established that a court reads the termination provisions of an employment contract as a whole. If the "for cause" portion fails to meet the statutory minimums, the entire termination scheme is unenforceable, including the "without cause" portion, even if you were never accused of misconduct. You are then entitled to common law reasonable notice, which is almost always far more generous than the statutory floor.
Rossman held that a general promise to comply with employment standards legislation does not rescue a termination clause that, on its own terms, falls below those standards.
Baker was read by many as pulling back from both. The Court held that language allowing termination "at any time" or "for any reason" does not, by itself, offend the Employment Standards Act, 2000. It also upheld a "for cause" clause that defined cause broadly, and it relied on a clause in the contract promising compliance with the Act to confirm what the termination language meant. Critically, however, the Court declined to reconsider Waksdale, leaving it binding.
What Ghazvini decided
The three employees were Mobile Investment Consultants with CIBC. As bank employees, they were federally regulated, so the Canada Labour Code applied rather than Ontario's Employment Standards Act, 2000. All three were dismissed without cause. CIBC argued that their contracts limited them to the Code minimums.
The Court of Appeal disagreed on every point.
1. Waksdale applies to federally regulated employees. CIBC argued that Waksdale was a creature of Ontario law and should not apply to contracts governed by the Canada Labour Code. The Court saw no principled reason why the same approach should not apply. If you work for a bank, a telecom, an airline, a railway, or an interprovincial trucking company, the same protection now clearly applies to you.
2. A broad definition of "cause" still sinks the clause. CIBC's contract said that cause "includes, but is not limited to" dishonesty, failure to perform duties in a satisfactory manner, a breach of any term of employment, and "any act or omission recognized as Cause under applicable law." The Court found that this defined cause more broadly than the "just cause" standard in the Code. Dishonesty, for example, can be minor enough that it does not justify dismissal without notice, as the Supreme Court of Canada confirmed in McKinley v BC Tel, 2001 SCC 38. The words "not limited to" made things worse, because they expressly contemplated dismissal without entitlements for reasons beyond the statutory standard.
3. The missing safety valve is what separates this case from Baker. This is the heart of the decision. In Baker, the "for cause" clause said that an employee dismissed for cause would still receive any minimum compensation or entitlements prescribed by the Employment Standards Act. That language is why the clause survived. CIBC's clause said the opposite: an employee terminated for cause would have "no entitlement to any notice of termination, payment in lieu of notice of termination, severance or any other damages whatsoever." The Court held that Baker does not help an employer whose contract lacks that express preservation of statutory minimums.
4. Rossman is alive and well. CIBC's contract contained a "Compliance with Legislation" clause. The Court held, citing Rossman, that this did not cure the defect. A general promise to follow the law does not fix a clause that breaks it. That is consistent with Baker. There, the compliance clause helped show what the termination language meant. It did not rescue a clause that fell below the minimums on its face.
5. The Court did not need to look at the "without cause" clause at all. Because the "for cause" clause was unenforceable, the whole termination scheme fell with it. That is Waksdale operating exactly as intended.
Two more wins on damages
The Court also rejected CIBC's arguments about mitigation and the calculation of damages.
On mitigation, the employees had turned down alternative positions. The Court agreed with the trial judge that they acted reasonably in doing so, because those positions were not comparable to the jobs they had lost. You are not required to accept a lesser job to reduce your former employer's liability.
On damages, CIBC argued that variable incentive pay and annual bonuses should be excluded. The Court held that an employer must clearly and unambiguously contract out of the common law rule that damages include all compensation and benefits you would have earned during the notice period, applying Matthews v Ocean Nutrition Canada Ltd, 2020 SCC 26. CIBC's plan documents did not do so, so the bonuses and incentive pay were included.
What this means for you
If you have recently been dismissed, here is what to take from Ghazvini:
- Do not accept "you are only entitled to the minimum" at face value. The enforceability of a termination clause is a legal question, and employers get it wrong often.
- Read the "for cause" paragraph, not just the one you were dismissed under. Even if your employer never alleged misconduct, a defective "for cause" clause can unlock full common law notice.
- Look for the safety valve. Does the "for cause" clause say you would still receive your statutory minimums if dismissed for cause? If it does not, Baker likely does not help your employer.
- Federally regulated employees are protected too. Bank, telecom, airline, rail, and interprovincial transport employees can rely on the same analysis.
- Bonuses and commissions count. Unless your contract or plan documents clearly exclude them, they belong in your damages.
- Do not sign a release until your contract has been reviewed. Once you sign, these arguments are usually gone for good.
Baker changed the landscape less than many employers hoped. Ghazvini makes that plain.
If you have been dismissed and want to know what your contract actually entitles you to, we would be glad to review it with you.
