Law360 Canada ( January 25, 2021, 9:26 AM EST) -- Appeal by plaintiff law firm from a decision setting aside summary judgment for $157,968 in favour of the appellant for legal fees owing by the respondents. The appellant was retained by the respondents to prosecute an action for amounts alleged to be owed pursuant to a partnership agreement. To secure payment of its legal fees, the appellant prepared a promissory note for the principal sum of $150,000 with interest supported by certificates of independent legal advice. The respondents signed the promissory note before a different legal counsel. The appellant carried the litigation from June 2009 to July 2010 when it ceased acting for the respondents. In 2015, the appellant commenced this action on the promissory note, claiming $103,516 together with interest, post-judgment interest and indemnity costs. The respondents claimed they believed they were only signing the promissory note so that the lien could be placed against the property and that the appellant would tax its legal bill and adjust the amount owing on the promissory note accordingly. The master found that the promissory note constituted a stand-alone agreement that the appellant was entitled to sue on, as a security agreement, even if it fell short of the strict definitions in the Bills of Exchange Act. The chambers judge concluded that summary judgment raised some issues of fairness due to the assertions by the respondents that the nature of the promissory note was never properly explained to them, the law firm’s accounts would be taxed, the certificates of independent legal advice were on the collateral mortgage only, they did not receive the accounts in entirety until after the action was started, and there was a dispute as to the legal services provided. The chambers judge also found the respondents’ oral representations evidenced an umbrella agreement as a prior collateral agreement necessary to interpret the promissory note....