Executive Summary: Key Legal and Evidentiary Issues

• Dispute over whether plumbing invoices were owed personally by the individual defendant or by his corporation (9460-1192 Québec inc.).
• Central legal question on contractual privity and mandate: did the defendant clearly contract in the name of the company or in his own name under arts. 1458 and 2157 C.c.Q.?
• Evidentiary weight of a recorded phone call in which the defendant provided only his personal name, email, and phone number, without mentioning the company.
• Distinction drawn between two invoices: one explicitly issued to the corporation (no legal link with the defendant) and another issued in the defendant’s personal name without any supporting corporate purchase order.
• Impact of the corporation’s subsequent dissolution on the claim, contrasted with the defendant’s personal liability arising from how the contract was formed.
• Assessment of partial success of the plaintiff’s claim, leading to enforcement only of the invoice personally attributable to the defendant, plus interest and judicial costs.

Facts of the case

The case arises from a dispute over unpaid plumbing services rendered by 9272-5357 Québec inc., doing business as Plombier Expert, in relation to premises in Sherbrooke, Québec. The plaintiff, a plumbing contractor, claimed amounts allegedly due on account for services performed following calls requesting urgent intervention for a toilet overflowing at a commercial or rental “local.” The proceedings were brought in the Civil Division, Small Claims (Division des petites créances) of the Court of Québec.

The defendant, Noam Perez, was at the relevant time president and director of 9460-1192 Québec inc., a corporation that owned or administered the premises where the plumbing work was carried out. In his defence, he asserted that he intervened solely in his capacity as a corporate officer, ordering services for the benefit of the tenants and the building, but never for his own personal use. He therefore pleaded an absence of any legal link (lien de droit) between himself, personally, and the plaintiff, arguing that the true contracting party was the corporation.

Two invoices were in issue. Invoice no. 41716, dated 22 September 2022 in the amount of 669.73 $, was clearly issued to 9460-1192 Québec inc. This supported the defendant’s position that, at least as to that invoice, the plaintiff recognized the corporation as client. A second invoice, no. 44741, dated 31 January 2023 in the amount of 1 241,73 $, was issued in the personal name of Noam Perez. In relation to this second invoice, the plaintiff had no written purchase order or document signed by the defendant; instead, the case turned largely on oral evidence and a recorded telephone call.

It was also relevant that 9460-1192 Québec inc. was later struck off the register and dissolved by operation of law on 17 March 2024. However, the essential question for the Court was not post-facto dissolution but rather who had been bound at the time of contract formation: the company, the individual, or both.

Legal issues and applicable provisions

The Court framed the dispute through the lens of Québec civil law on contractual liability and mandate. Article 1458 of the Civil Code of Québec (C.c.Q.) sets out the general duty to honour contractual undertakings and the resulting obligation to compensate a co-contracting party if one fails to perform. Applied here, the core question was: with whom did Plombier Expert actually contract in relation to the unpaid services?

Article 2157 C.c.Q. governs the situation of a mandataire (agent) acting on behalf of a mandant (principal). Where an agent, within the limits of their mandate, undertakes obligations expressly in the name and for the account of the principal, the agent is not personally liable to the third party. Conversely, if the agent acts in their own name, they incur personal liability toward the third party, subject to any recourse that might exist against the principal.

The defendant argued that his intervention fell squarely within a mandate: he contacted the plumber in his official capacity to secure services for the company’s building, and therefore any obligation should rest with the corporation alone. The plaintiff, however, maintained that, in the actual formation of the contract, the defendant never identified the corporation, and instead held himself out as the client by providing only his own personal details.

No insurance policy or other contractual policy instrument was at issue in the judgment, and there were no policy clauses or terms discussed. The case was a straightforward civil and commercial dispute over who the debtor was under a contract for services, not a coverage or policy-interpretation matter.

Evidence and analysis of the recorded call

A key evidentiary piece was a USB key containing a full recording of the initial telephone conversation between the defendant and the plaintiff’s representative at the moment the plumbing call was placed. The Court reproduced the transcript of this call in the decision, examining in detail how the contract was formed.

In the conversation, the defendant called to report a toilet overflowing “dans un local qu’on a là-bas” and requested prompt intervention. Throughout the call, he never mentioned 9460-1192 Québec inc., nor did he indicate in any way that he was acting as an officer or mandatary of a corporation. When the representative asked for the client’s full name, he responded simply “Noam” and then “Perez,” spelling his first and last name. When asked for an email address for sending the “rapport des travaux… à votre local,” he gave a personal Gmail address. The contact telephone numbers that he confirmed or added were also presented as his own.

The Court highlighted that at no point did the defendant clarify that the services were requested on behalf of a company or that the account should be opened and billed to 9460-1192 Québec inc. In other words, from the perspective of the plaintiff, the person on the line was an individual named Noam Perez, providing personal identifiers and authorizing the dispatch of a plumber, all without disclosing any principal.

Differing treatment of the two invoices

Against this factual and evidentiary background, the Court distinguished sharply between the two invoices in dispute.

For invoice no. 41716 (22 September 2022 – 669.73 $), the document was expressly made out to 9460-1192 Québec inc. The Court found that, in relation to this invoice, there was plainly no legal nexus binding the defendant personally. The correct debtor was the corporation, and since the action before the Small Claims Division targeted the individual and not the company (which had since been dissolved), the plaintiff could not recover that amount from Mr. Perez.

Invoice no. 44741 (31 January 2023 – 1 241,73 $), however, was issued in the personal name of Noam Perez. The defendant tried to counter this by asserting that he had “clearly indicated” to the plaintiff that the services were for the account of the corporation, not for himself. Yet, when the Court compared this assertion with the objective evidence of the recorded call, it concluded that the defendant had not, in fact, identified the corporation at all.

Under article 2157 C.c.Q., because he had failed to act expressly “au nom et pour le compte” of his principal, the defendant was deemed to have contracted in his own name. As a result, he became personally obligated toward the third party, Plombier Expert, for the cost of the services rendered pursuant to that call.

Outcome of the case

On the strength of the recorded call and the documentary evidence, the Court concluded that there was no contractual link between the plaintiff and the defendant for the first invoice, but there was a valid contractual relationship for the second invoice. The defendant’s mandate argument could not shield him from personal liability, because he had never disclosed the corporation as principal at the time of contracting.

The Court therefore allowed the action in part. It ordered the defendant, Noam Perez, to pay to the plaintiff, 9272-5357 Québec inc. (Plombier Expert), the sum of 1 241,73 $ corresponding to invoice no. 44741, together with interest at the legal rate and the additional indemnity provided for by article 1619 C.c.Q. from 11 May 2023, plus judicial costs of 231 $. The total fixed amount specified in the judgment in favor of the plaintiff is 1 241,73 $ in principal and 231 $ in costs, for a subtotal of 1 472,73 $, with the exact total monetary award remaining indeterminate because the running interest and additional indemnity cannot be calculated from the decision text alone.