Executive Summary: Key Legal and Evidentiary Issues

• Dispute over delays and termination in a lump-sum masonry contract for residential work

• Interpretation and application of unilateral termination rights under Articles 2125 and 2129 C.c.Q.

• Determination of fair compensation for partially completed work and non-returnable materials

• Lack of sufficient evidence to support claims for property damage during equipment removal

• Dismissal of claims against the corporate officer due to legal separation under Article 309 C.c.Q.

• Rejection of the counterclaim by the contractor for recovery of bailiff-related expenses

Facts and procedural background

Lorenzo Dell'Api contracted 9377-5716 Québec inc., operating under the name Maçonnerie K.O., for brick restoration at his residence. The agreement, dated September 28, 2022, was a lump-sum contract valued at $17,246.10, with a $9,000 advance. The contract also stated that additional work would either require a new agreement or be charged at an hourly rate.

Delays occurred in delivery and execution. Although brick delivery was expected on October 3 and work scheduled to start on October 10, demolition only began on November 18, 2022. The brick was eventually delivered on December 12. Additional preliminary work included installation of scaffolding and protective coverings. Frustrated by the slow progress, Dell'Api terminated the contract on January 4, 2023, before the main work was performed.

At the time of termination, Dell'Api had already paid $20,150. He filed a small claims action seeking $15,000, alleging overpayment, property damage to his stairs and entrance door, and seeking to hold Brandon Keenaghan, president and sole shareholder of Maçonnerie K.O., personally liable. The defendants filed a counterclaim for $2,424.02 for bailiff expenses related to equipment recovery.

Legal analysis and outcome

The court acknowledged Dell'Api’s right to unilaterally terminate the contract under Article 2125 C.c.Q. The analysis then turned to Article 2129 C.c.Q., which governs compensation for partially performed work. The court found that Maçonnerie K.O. had completed 50 hours of work (demolition, scaffolding, and protection) valued at $4,886.39, and had purchased non-returnable bricks specifically for the project at a cost of $2,859.21.

Alleged additional expenses, such as plywood and window frames, were unsupported by invoices and were excluded. Given the $20,150 paid and $7,745.60 in justifiable value of work and expenses, the court concluded that Maçonnerie K.O. must reimburse $12,404.40.

The property damage claims were dismissed. The court found no persuasive photographic or expert evidence to confirm damage to the stairs caused by the scaffolding removal or to establish that water infiltration at the entrance door was due to negligence during the project.

Claims against Brandon Keenaghan personally were rejected under Article 309 C.c.Q., which provides that legal entities are distinct from their officers. The evidence did not show any personal wrongdoing by Mr. Keenaghan that could override this protection.

Finally, the contractor's counterclaim was denied. Since the court ruled in favor of Dell'Api regarding excess payment and found no merit in the contractor’s defense or justification for additional fees, there was no legal basis for reimbursement of bailiff expenses.

Judgment was rendered in favor of Dell'Api in the amount of $12,404.40, plus legal interest from February 3, 2023, and an additional indemnity. Court costs of $223 were also awarded.