Executive Summary: Key Legal and Evidentiary Issues

• Quebec courts lacked international jurisdiction under article 3148(1)(3) C.c.Q.; no prima facie link showed an obligation to be performed in Quebec

• A forum selection clause designating Clermont County, Ohio, existed in the referenced broker/carrier framework, though the appeal was dismissed without endorsing the lower court’s reasoning on that clause

• The only pleaded purchase order concerned transport entirely within the United States; later-filed POs touching Quebec were not tied to the claimed unpaid amounts

• Assignment of receivables to an Ontario financing company undermined any claim of injury suffered in Quebec

• The Court clarified that a declinatory exception based on article 3148 C.c.Q. concerns international jurisdiction (not ratione materiae), governed by arts. 166 and 491 C.p.c.

• Result: appeal dismissed with costs; Quebecor Printing precedent applied to reject jurisdiction based on mere financial loss recorded in Quebec

Facts of the case
A Quebec trucking company, 8634998 Canada inc. operating as Transport Bandesha, regularly hauled freight for Total Quality Logistics (TQL), a U.S. transportation broker. In August 2024, Bandesha sued TQL for nearly $86,000, alleging TQL withheld payments on freight contracts. The originating application attached a single purchase order referencing a Broker/Carrier Agreement and stating the PO was an addendum to that agreement. TQL responded with a declinatory exception, arguing (i) a forum selection clause in favor of the State Court of Clermont County, Ohio, and (ii) no Quebec connecting factor under article 3148 C.c.Q. Shortly before the hearing, Bandesha amended its pleading to assert there was no signed overarching agreement binding it. The Superior Court (Barin, J.) dismissed the suit for lack of jurisdiction. On appeal, none of the parties or counsel was present; the Court of Appeal heard and decided the matter on August 6–7, 2025.

Issues on appeal
Bandesha advanced two grounds: first, that the forum selection clause was invalid or inapplicable; second, that Quebec authorities were nonetheless competent under article 3148(1)(3) C.c.Q. because of an alleged Quebec connection.

Court’s analysis
The Court of Appeal emphasized that a declinatory exception under article 3148 C.c.Q. addresses the international jurisdiction of Quebec courts and is governed by articles 166 and 491 C.p.c., not by subject-matter (ratione materiae) or territorial (ratione personae) competence; it corrected the lower court’s characterization on this point. Turning to jurisdiction, the Court held Bandesha failed to establish a prima facie Quebec connecting factor under article 3148(1)(3). The amended application referred to only one purchase order covering a shipment performed entirely in the United States. After the hearing, Bandesha supplied 25 additional purchase orders involving shipments that began or ended in Quebec, but it never alleged these were the very shipments tied to the withheld payments at issue; thus no link was drawn between the claim and an obligation to be performed in Quebec. Additionally, Bandesha had assigned the receivables for the relevant purchase orders to BVD Capital Corporation in Brampton, Ontario, further eroding any claim of injury suffered in Quebec. Citing Quebecor Printing Memphis Inc. v. Regenair Inc., the Court agreed that recording a financial loss in Quebec is not enough where the obligations were performed elsewhere and the corresponding debt was payable outside Quebec. Given this sufficed to dispose of jurisdiction, the Court declined to endorse the trial judge’s reasoning on the forum selection clause, noting the appeal failed regardless.

Outcome
The appeal was dismissed with costs. The Court held that Quebec authorities lack jurisdiction under article 3148(1)(3) C.c.Q. on the record presented.

Significance
This decision underscores that plaintiffs must tie their pleaded claim to a specific contractual obligation to be performed in Quebec, not merely show that some business dealings touched Quebec or that an accounting loss was recorded there. Assignments of receivables outside Quebec and performance of carriage entirely outside the province weigh heavily against Quebec jurisdiction. Where such a threshold showing is absent, the Court may dismiss without reaching the merits of any forum selection clause.