Executive Summary: Key Legal and Evidentiary Issues

• The case revolved around the interpretation of a termination agreement clause concerning commission sharing between a former employee and her ex-employer.

• Plaintiffs argued they were entitled to the full commission after the expiration of a specified deadline for equal sharing.

• The defendant claimed the agreement excluded the initial commission payment and that the plaintiff had waived her right to it.

• The court found the clause clearly referred to the entire commission and imposed no distinction between payment stages.

• Contextual evidence showed the transaction was finalized after the deadline, entitling the plaintiffs to the full amount.

• The judgment awarded full commission and legal costs to the plaintiffs, rejecting the employer’s restrictive interpretation.

Facts of the case

Julie Martineau, a licensed residential and commercial real estate broker, was employed from 2017 to 2020 as President of Real Estate Services at Oberfeld Snowcap Inc., a company offering commercial real estate consulting and management services. Martineau operated her brokerage activities through 3175677 Canada inc., also known as Radar Solutions Immobilières. Upon termination of her employment in July 2020, both parties signed a detailed termination agreement (the Entente), which included a clause providing for the equal sharing of commissions on three pending transactions if finalized by a specific deadline.

One of these transactions, the “Mdex transaction” involving the Université du Québec à Montréal (UQAM), had already resulted in a partial commission payment years earlier while Martineau was still employed. After her departure, she finalized the deal in March 2022, well past the agreement’s March 2021 deadline. Although she received the second installment of the commission, she and Radar claimed entitlement to the first portion, which had been previously paid to Oberfeld.

Oberfeld disputed the claim, arguing that the agreement only contemplated the second payment and that Martineau had waived her right to the first installment upon signing the agreement.

Legal issues

The court was asked to interpret the clause in the termination agreement to determine:
a) Whether it applied to the full commission (both installments), including the first portion already paid;
b) Whether Martineau and Radar had a right to recover that amount following the expiration of the shared commission deadline;
c) Whether there was any ambiguity in the clause requiring further interpretation of the parties’ intent.

Court’s analysis and reasoning

The Court of Québec held that the clause clearly and unambiguously referred to the “commission” in its entirety, with no language excluding the first payment or distinguishing between payment stages. The fact that the first installment had been received prior to the agreement’s signing did not alter the clear contractual language, especially since both parties were aware of the circumstances and represented by counsel at the time of signing.

The court rejected Oberfeld’s argument that the clause only applied to future payments. Instead, the court emphasized that the agreement had been negotiated to allow Martineau to continue pursuing the pending transactions and complete them on her own behalf. The clause specifically conditioned shared commissions on finalization before March 18, 2021. Since the Mdex transaction was finalized in March 2022, the condition for equal sharing had expired.

The court found that Martineau, through her company Radar, completed the work and therefore was entitled to retain the second commission payment already received and also recover the first installment previously paid to Oberfeld.

Conclusion and outcome

The Court of Québec ruled in favor of Julie Martineau and 3175677 Canada inc., ordering Oberfeld Snowcap Inc. to pay $39,966.26—the amount of the first commission installment—plus legal interest and the additional indemnity under article 1619 of the Civil Code of Québec from April 21, 2022. The court also awarded full court costs to the plaintiffs, concluding that the termination agreement was clear and enforceable as written, and that the plaintiffs were entitled to the entire commission based on the contract’s expired deadline.