Executive Summary: Key Legal and Evidentiary Issues

• The dispute centered on whether rent was owed by the buyer for part of a month after taking possession of a commercial property.

• The notarial deed of sale clearly indicated that possession transferred on September 13, 2022.

• The defendant claimed rent wasn’t owed until formal lease assignment, which the court rejected.

• Québec civil law ties rent obligations to possession, not administrative lease transfers.

• A counterclaim for lost workdays was dismissed as corporations cannot recover for personal inconvenience.

• Judgment favored the seller for a pro-rated rent reimbursement, confirming possession date governs rent liability.

Facts and procedural background

In 9392-4793 Québec inc. c. 9497-8839 Québec inc., 2025 QCCQ 2000, the Court of Québec was asked to resolve a dispute arising from the sale of a restaurant franchise. The plaintiff, 9392-4793 Québec inc., had operated a Hot Star Fried Chicken location and sold the business to 9497-8839 Québec inc., the defendant, via a notarial deed of sale. The contract stipulated that the buyer would take possession of the premises on September 13, 2022.

Despite that date, the plaintiff had paid the full commercial rent for the month of September and later sought to recover a portion corresponding to the days after possession had transferred. The amount claimed was $2,182.42, representing the rent for September 13 to 30, which the plaintiff argued was the buyer’s responsibility under the terms of the sale agreement.

Disputed rent obligations and legal analysis

The defendant acknowledged taking over the premises mid-month but refused to pay the pro-rated rent. It argued that since the lease had not yet been formally assigned by the landlord, its legal obligations to pay rent had not commenced until October 1, when the lease assignment was finalized.

The court rejected this argument. It held that under the Civil Code of Québec, rent obligations follow possession, regardless of when the landlord formally approves a lease transfer. The notarial deed of sale was clear and unequivocal that the buyer assumed possession on September 13, and thus also assumed the related obligations, including occupancy costs.

The judge emphasized that the buyer had begun operating the business and using the premises from that date, thereby benefiting from the property and incurring rent liability under basic contractual fairness principles.

Rejection of the defendant’s counterclaim

The defendant attempted to offset the rent claim by seeking $800 for lost wages, alleging that its representative had to miss work due to the legal proceedings. The court rejected this counterclaim in full, stating that the plaintiff is a corporation, and damages related to an individual’s personal inconvenience or lost time are not recoverable by a corporate entity. Québec law does not allow businesses to recover personal damages of shareholders or directors.

Outcome and conclusion

The court found in favor of the plaintiff, awarding $2,182.42 in rent reimbursement for the 18 days following the buyer’s possession of the premises. The judgment also included statutory interest and the indemnity under article 1619 C.C.Q. This case confirms that in Québec commercial transactions, the effective date of possession determines rent liability, not the administrative details of lease assignments. It also illustrates the limits of corporate recovery for personal hardship claims.