Miller v. Alaya Care Inc.: Court Finds Additional Consideration Significant Inducement of Senior Talent

In Miller v. Alaya Care Inc., 2025 ONSC 1028, the Ontario Superior Court awarded a senior executive 14 months’ compensation in lieu of common law reasonable notice after just seven months of employment. The substantial notice period reflected the Court’s findings of significant inducement, highlighting important considerations for employers recruiting senior talent from secure, long-term roles.

Ms. Moyra Miller, age 62, left her previous employer, WellSky, after nearly 12 years of secure employment to join AlayaCare as Vice President, Client Services. AlayaCare actively pursued Ms. Miller through direct recruitment efforts, including by offering substantial financial incentives (higher salary, bonuses, and Restricted Share Units (RSUs)), assurances of an executive-level position with significant responsibility, and an agreement to indemnify her against potential litigation by her former employer.

Justice Carroccia carefully considered several factors to find that Ms. Miller was induced to leave WellSky, concluding that AlayaCare’s actions went well beyond ordinary recruitment or typical employer-employee negotiations. Specifically, the Court relied on:

• AlayaCare’s direct initiation of recruitment efforts; representations made to Ms. Miller about her critical role in growing the company;
• AlayaCare’s detailed inquiries into Ms. Miller’s previous compensation (salary, bonuses, and equity) to structure a competitive offer;
• AlayaCare’s explicit agreement to indemnify Ms. Miller from any legal action by her former employer; and
• AlayaCare’s overall strategy of aggressively recruiting talent as part of its growth plan.

The Court concluded that Ms. Miller was induced to leave secure employment based on significant promises. This justified a notice period far exceeding her actual duration of employment. While inducement claims often fail without compelling evidence, this case highlights clear circumstances in which will extend common law notice entitlements substantially.

This case also underscores the importance for employers to carefully evaluate their recruitment practices and representations when hiring senior executives. Actively inducing employees away from secure roles can result in significantly increased notice obligations, even for employees with relatively short service periods. Since AlayaCare might have significantly limited its liability had it required Ms. Miller to sign an employment agreement containing a strong termination clause, this case demonstrates the need for employers to negotiate such agreements with employees at the outset of the relationship.

If you require assistance assessing your recruitment practices, employment agreements, or termination provisions to ensure compliance with current legal standards, contact the team at Appiah Law.

To read the full decision, click here: https://canlii.ca/t/k9v72