Executive Summary: Key Legal and Evidentiary Issues

• Existence and scope of a contractual relationship between Fiset Légal inc. and each defendant, particularly whether both defendants were clients or only one of them was bound to pay the fees
• Application of the Code de déontologie des avocats to determine whether the fees and interest claimed were just, reasonable, and properly disclosed to the client
• Assessment of the lawyer’s evidence on the nature, duration, and value of services rendered, in light of the rebuttable evidentiary presumption under article 127 of the Loi sur le Barreau
• Credibility findings regarding the defendants’ testimony, especially concerning email exchanges confirming the mandate and the lawyer’s presence at the assembly
• Evaluation of whether the hours billed, hourly rate, and disbursements were proportionate to the services provided in the context of a small mandate for a cooperative’s general assembly
• Legality and reasonableness of the contractual interest rate of 17% per annum, and whether it improperly gave a commercial character to legal services

Facts of the case

Fiset Légal inc. is a Montreal-based law firm that practices, among other things, labour and employment law. In this dispute, however, the firm was not litigating an employment matter but seeking to recover unpaid professional fees for services rendered in connection with the governance of a taxi cooperative. The two defendants, Georges Azzi and Toufic Bitar, were members of a taxi drivers’ cooperative in Montreal, known as Taxi Coop de Montréal or Coop de taxis de Montréal. In 2021, tensions within the cooperative had escalated, leading to the calling of an extraordinary general meeting scheduled for 17 October 2021, following a prior Superior Court judgment. A change in the members of the cooperative’s board of directors was sought, and the defendants were among those interested in replacing the existing administration.

The defendants were in contact with a lawyer, Me Serge Abud, during this period to organize their intervention at the extraordinary general meeting. Their goal was to have an independent person preside over that assembly. Me Abud himself was unavailable on the meeting date, so he attempted to find a replacement who could act as president of the assembly. On 4 October 2021, he informed defendant Toufic Bitar by email that “Monsieur Gérald Denoncin, du cabinet Fiset Légal, sera en mesure de présider votre assemblée à être tenue le 17 octobre prochain”. He provided Denoncin’s contact details and indicated that Denoncin was expecting to be contacted so that the necessary arrangements could be made. On the same day, Me Abud sent the internal rules of the cooperative to Denoncin so the latter could prepare for the role.

At the time, Gérald Denoncin was a stagiaire (articling student) at Fiset Légal. According to his testimony, both defendants contacted him by phone, and on 16 October 2021, each defendant sent him a short email to confirm that he would be present at the assembly the following day. Denoncin replied, at least to Bitar, confirming that he would attend. On 17 October 2021, Denoncin went to the extraordinary general meeting in Saint-Léonard as planned. Once there, he put his name forward to act as president of the session. However, the members present did not elect him as chair, so he did not preside. He nonetheless stayed on site for approximately one hour and twenty-five minutes, offering to remain available to the defendants while the meeting unfolded.

Fiset Légal subsequently issued an invoice in the total amount of 983.78 CAD for the services rendered by Denoncin. The bill covered 4.3 hours of work, including some travel time, billed at 195 CAD per hour, for 838.50 CAD, plus applicable federal and provincial sales taxes (GST and QST) and 17.15 CAD in printing costs. The firm claimed this amount jointly from both Azzi and Bitar in the Small Claims Division of the Court of Québec. The defendants contested liability, both on common grounds and on arguments specific to their individual situations. Azzi maintained that he had never been Fiset Légal’s client at all, insisting that he was only assisting Bitar with cooperative assembly procedures. Bitar, for his part, asserted that he had never signed a mandate in favour of Fiset Légal and challenged his responsibility for the invoice.

The case therefore turned on whether a contractual relationship for professional services existed between the law firm and each defendant and, if so, whether the fees and terms claimed, including a contractual interest rate of 17% per annum, complied with the legal and ethical frameworks governing lawyers’ remuneration in Quebec. The dispute was heard in the Civil Chamber, Small Claims Division, of the Court of Québec presided over by the Honourable Alain Breault, J.C.Q.

Legal framework and issues

The court first reviewed the general civil law principles governing contracts for professional services. The relationship between a law firm and its client is governed by the Civil Code of Québec provisions on contracts of enterprise or for services, particularly articles 2098 and 2100 C.c.Q. Under these provisions, an agreement—whether written or oral—between lawyer and client is binding, and the lawyer is entitled to payment for services rendered. Article 2129 C.c.Q. further provides that even where such a contract is terminated, the client remains liable for current expenses and the value of services rendered before termination or notice of termination.

On top of general civil obligations, the court stressed that a lawyer’s fees are constrained by the Code de déontologie des avocats. Articles 99 to 102 of the Code oblige the lawyer to ensure that the client has useful information about the financial terms of the mandate, to explain the amount of fees and payment modalities, and to charge only “justes et raisonnables” fees. Article 102 lists criteria that must guide the assessment of fees, such as the lawyer’s experience, the time and effort required, the difficulty and importance of the matter, the responsibility assumed, any special or urgent services, the result obtained, and relevant statutory or regulatory fee provisions.

The court also applied article 127 of the Loi sur le Barreau, which states that a lawyer is to be believed under oath as to the requisition, nature, duration and value of his or her services, subject to contradiction like any other testimony. Relying on the Court of Appeal decision in Consortium Promecan inc. (Syndic de), the judge reiterated that this evidentiary rule creates a rebuttable presumption in favour of the reasonableness of the lawyer’s efforts and hours when viewed through the lens of the deontological obligations. In the absence of concrete contradictory evidence—beyond mere assertions of exaggeration—the court will be reluctant to second-guess a lawyer’s sworn account of time spent and work done, unless the billing record on its face reveals anomalies or clear excess.

In this case, the key legal issues were therefore: whether Fiset Légal had met its burden to prove the existence of a contractual relationship with each defendant; whether the firm had complied with its ethical obligations in fixing and explaining fees; whether the time billed and rate charged were proportionate to the mandate; and whether the 17% annual interest rate stipulated on the invoice was valid and compatible with legal and ethical standards, or instead tainted the contract by conferring an inappropriate commercial character on legal services.

Findings regarding Georges Azzi

In relation to defendant Georges Azzi, the court focused on whether he had personally become a client of Fiset Légal. The onus was on the firm, under article 2803 C.c.Q., to prove that a contractual link existed between them. Azzi’s evidence was that he only became involved to help Bitar with the cooperative’s governance issues, sharing his own knowledge of cooperative procedures and assemblies, but without retaining Fiset Légal for himself or assuming personal liability for fees.

After hearing the testimony from both sides, the court found Azzi’s version credible, reasonable, and measured. His explanation of his limited role was coherent and consistent with the overall context. The court concluded that Fiset Légal had not discharged its burden of proving that Azzi had contracted for legal services or agreed to be bound solidarily with Bitar for the payment of Denoncin’s work. As a result, the court rejected the claim against Azzi entirely.

Because Azzi successfully defended the action, the court awarded him 115 CAD in costs of justice. This portion of the judgment illustrates the importance, in fee disputes, of clearly establishing who the client actually is, especially where multiple individuals or entities may be involved in the same underlying matter.

Findings regarding Toufic Bitar

The outcome for defendant Toufic Bitar was markedly different. Bitar’s principal written defence was that he had “never signed any mandate” in favour of Fiset Légal. The court emphasized that under Quebec civil law, a signed written mandate is not necessary for a client to be bound to pay an attorney’s fees. An oral agreement or a course of conduct showing that services were requested and rendered can suffice. Consequently, Bitar’s insistence on the absence of a written mandate did not, by itself, defeat the claim.

The judge then turned to Bitar’s credibility. In court, Bitar initially denied having sent any email to Denoncin or having received any from him confirming attendance. When confronted with the email exchanges of 16 October 2021, he first stated he had never received Denoncin’s confirmation email. After some hesitation and inconsistencies, he changed his account and ultimately claimed that he only saw and read the email on the day of trial. These discrepancies undermined his reliability as a witness and significantly damaged his overall credibility.

Furthermore, the court found that Bitar had made commitments to Azzi to arrange payment terms with Fiset Légal regarding the disputed invoice. Azzi’s testimony about Bitar’s acknowledgments and promises concerning the fee was accepted as evidence of an extrajudicial admission by Bitar, within the meaning of articles 2850, 2851, and 2853 C.c.Q. These admissions, combined with the email record and Denoncin’s testimony, supported the conclusion that Bitar, not Azzi, was the true client of Fiset Légal and had requested Denoncin’s attendance at the assembly.

In assessing the quantum of fees, the court held that the hours billed (4.3 hours, including travel) and the hourly rate of 195 CAD were reasonable in the circumstances, particularly given the preparatory work, the review of the cooperative’s internal rules, and the time spent on site at the meeting. No evidence was presented that seriously challenged the proportionality of the time or the rate. In light of the deontological criteria and the jurisprudential presumption that a lawyer’s sworn account of services is correct unless convincingly contradicted, the court accepted the invoice amount of 983.78 CAD as justified.

Interest rate and costs

While the court upheld the principal sum claimed by Fiset Légal against Bitar, it rejected the firm’s claim to contractual interest at a rate of 17% per annum. Referring to an earlier decision (Rudick c. V.B.), the judge reiterated that such a high rate does not accord with the applicable legal principles and, in the current economic context, is unreasonable. More importantly, a rate of that magnitude risks giving the legal services a commercial or quasi-creditor character, which is incompatible with the ethical framework that emphasizes fairness, proportionality, and the non-commercial nature of the lawyer–client relationship.

Instead, the court awarded Fiset Légal interest at the legal rate, as provided by Quebec law, together with the additional indemnity under article 1619 C.c.Q., calculated from the date of default, 5 May 2023. The court also awarded costs of justice in favour of Fiset Légal against Bitar, though the specific amount of those costs was not quantified in the judgment excerpt. In the parallel outcome, Azzi, having fully succeeded in his defence, was awarded 115 CAD in costs against Fiset Légal.

Outcome and overall result

In conclusion, the Court of Québec, Small Claims Division, partially allowed Fiset Légal inc.’s claim. The action was dismissed in its entirety against Georges Azzi, with 115 CAD in costs awarded in his favour, on the basis that no contractual relationship had been proven between him and the law firm. Conversely, the claim was allowed against Toufic Bitar, who was ordered to pay the full invoice amount of 983.78 CAD to Fiset Légal inc., together with interest at the legal rate and the additional indemnity under article 1619 C.c.Q. from 5 May 2023, plus costs in favour of the firm, whose precise amount was not determined in the text of the judgment. Taking both defendants into account, the successful parties are Azzi (as to the claim against him) and Fiset Légal inc. (as to the claim against Bitar), with the quantified principal monetary awards being 983.78 CAD in favour of Fiset Légal inc. and 115 CAD in favour of Azzi, while the total costs and the full monetary value of interest and indemnity cannot be precisely determined from the decision.