A. Background Facts

[1] The Appeal before us concerns the Respondent-Plaintiff's claim against the Appellant-Defendant for breach of contract which codified the parties' mutual intention to pursue a "succession plan" in which the Respondent had agreed to purchase and receive, while the Appellant had agreed to sell and handover the entirety of the Appellant's Auditing firm (inclusive of and not limited to the firm's business, assets, goodwill and most pertinently the firm's already- existing clientele).

[2] The Respondent essentially alleged that the Appellant had acted in breach of the te