Executive Summary: Key Legal and Evidentiary Issues

• Dispute centered on whether an enforceable oral service contract existed between the parties.

• The right to remuneration for consulting services provided without a written agreement was assessed.

• The credibility and weight of witness testimony and documentary evidence were pivotal to the outcome.

• The defendant’s unilateral termination of the contract and corresponding payment obligations were examined.

• Calculation and sufficiency of proof for the value of services rendered were analyzed.

• The legitimacy of objections regarding service quality and time spent was considered.

Facts of the case

Daniel Côté, an experienced professional in distribution and logistics, was approached to assist 8732388 Canada Inc., a food distributor, in consolidating its distribution centers. After an initial meeting on May 9, 2023, a follow-up meeting on May 19, 2023, resulted in an agreement for Côté and his team to provide consulting services. No written contract was signed, as the defendant’s president, Mr. Louladakis, refused to do so, preferring to see the results of the work first. However, hourly rates for Côté and his team were discussed and not objected to, and the company provided Côté’s team with necessary information to begin work.

Côté and his team commenced work, preparing an action plan and analyzing the company’s distribution operations. Invoices were sent in June and July 2023 for the work performed, and a formal demand letter was issued in February 2024. The defendant only raised objections to payment in its court filing in June 2024, arguing that the services were preliminary and not subject to payment, and that a contract would only arise after a formal written agreement, which never materialized.

Discussion of policy terms and legal obligations

The court applied the Civil Code of Québec, specifically articles 2098, 2125, and 2129, which address service contracts and the right to payment for work performed, even in the absence of a written agreement. The court found that the parties had entered into a binding service contract on May 19, 2023, and that the defendant’s subsequent conduct—providing information and accepting work—supported this conclusion. The defendant’s claim that payment was conditional on a later written contract was rejected, as no such condition was communicated at the outset.

The court also addressed the defendant’s right to unilaterally terminate the contract, noting that while this was permitted, the defendant was still required to pay for services already rendered. The defendant did not dispute the hourly rates, only the quality and amount of work performed, but the court found the plaintiff’s evidence on these points convincing and uncontradicted.

Analysis and outcome

The court concluded that a valid service contract was formed and that Daniel Côté and his team performed work for which they were entitled to be paid. The defendant’s objections regarding the quality and extent of the work were unsupported by credible evidence, and the court accepted the plaintiff’s calculation of the value of services rendered.

Ruling and monetary order

The court ruled in favor of Daniel Côté, ordering 8732388 Canada Inc. to pay him $12,647.26 for services rendered, plus legal interest from February 23, 2024, and the additional indemnity provided by article 1619 of the Civil Code of Québec. The defendant was also ordered to pay court costs, including a legal stamp fee of $230 and bailiff service fees of $60.50. The total monetary award in favor of the successful party, Daniel Côté, is $12,647.26 plus interest and specified costs.