In the case of Coscarella Dentistry Professional Corporation v. Harvey, 2025 ONCA 118, two dentists entered into an oral agreement where one served as an independent contractor at the other’s dental practice located in Windsor, Ontario. In 2018, the plaintiff/appellant’s son took over the clinic. Concurrently, the defendant/respondent opted to relocate his practice to a nearby site. Prior to his departure, he accessed patient records of those he had treated and sent out letters informing them of his new office location. The appellants contended that this constituted improper solicitation, conversion, and a breach of confidentiality.
The trial judge decided in favor of the defendant/respondent, rejecting the claims made against him. During the appeal, the appellants contended that the trial judge misinterpreted the case by emphasizing patient autonomy over contractual responsibilities. They further argued that the trial judge incorrectly determined that the accessed information was not confidential and did not adequately consider the principle of good faith in contractual relationships. Nevertheless, the Court of Appeal concluded that there were no mistakes in the reasoning or conclusions of the lower court.
The Court of Appeal for Ontario reiterated that the relationship between an associate dentist and a clinic owner does not automatically establish a fiduciary duty. For such a duty to exist, the associate must possess control over the principal’s interests that leads to a specific vulnerability. In this instance, the defendant’s access to patient records did not grant them the requisite authority over the appellants. Additionally, the court highlighted that obligations of good faith in a contract do not prohibit a departing dentist from notifying their patients about their relocation.
The appellants attempted to center their argument on the loss of good faith instead of the ownership of patients. The court, however, dismissed this argument, stressing that patients should not be viewed as proprietary assets. Although good faith is a legally recognized interest, merely informing current patients about a new location does not constitute its wrongful appropriation. The court also rejected the claim that the defendant/respondent engaged in improper solicitation, concluding that he was within his rights to notify his patients.
The Court of Appeal for Ontario upheld the lower court’s decision, rejecting all the appellants’ arguments.
This case highlights that in professional environments, particularly in healthcare, patient retention hinges more on relationships than on contractual entitlements. The court’s ruling clarifies that dentists under independent contractor agreements can inform their patients about a relocation, even if their previous employer views this as detrimental to good faith. Additionally, the case emphasizes that regulatory constraints do not automatically translate into enforceable contractual obligations, and fiduciary duties are not easily established in commercial relationships. It is recommended that contracting parties seek legal advice to evaluate the potential for fiduciary duties during their employment in closely held healthcare operations.
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