Executive Summary: Key Legal and Evidentiary Issues

• Determination of whether the Quebec Court of Québec had territorial jurisdiction under article 3148 C.c.Q. over Quebec and Spanish defendants in a commercial unpaid-invoice dispute.
• Assessment of the sufficiency and nature of evidence as to defendants’ domicile and business presence, including reliance on Quebec enterprise registry extracts versus an untranslated Spanish fiscal registry document.
• Fact-driven analysis of where the economic prejudice was truly “suffered” for jurisdictional purposes, distinguishing mere accounting loss in Quebec from a genuine locus of damage.
• Consideration of whether an alleged contractual obligation to pay in Quebec, proved mainly through emails and invoices, created a jurisdictional connecting factor.
• Evaluation of whether the defendants met the high threshold for forum non conveniens under article 3135 C.c.Q., including the risk of fragmented proceedings and inconsistent judgments.
• Procedural issue of extending the deadline for filing a declinatory motion based on counsel’s workload and the proportionality of extensive preliminary litigation in a relatively modest monetary claim.

Facts of the case

3262511 Canada Inc. (Impact) is a Quebec-based company that offers advertising and promotional services, including the design and printing of promotional material. It operates from a single place of business located in Montréal. In the spring of 2023, Mr. James Lavoie, who operates several confectionery distribution businesses, contacted Impact to order promotional products for the opening of a new boutique in Spain. The enterprises associated with Lavoie include 9229922 Canada Inc. (also doing business as Boutique Chocosina), 4458605 Canada Inc. (doing business as Lavoie Montero Imports, or LMI Canada), and Lavoie Montero Imports S.L. (LMI Espagne), an entity alleged to be a Spanish company. Impact arranged for the production and shipment of the promotional materials from a supplier in China to Spain.
The parties concluded their contract via email exchanges, with the acceptance being received in Montréal. Impact issued invoices from its Montréal address and later provided banking details indicating payment was to be made in Beaconsfield, Quebec. Despite the delivery arrangements for the Spanish boutique and follow-up correspondence in which Mr. Lavoie promised to pay within days, the invoices remained unpaid. Impact therefore instituted proceedings in the Court of Québec to recover the sum of approximately $36,431.65, representing the unpaid debt for the goods and related services.
Initially, Impact sued only Mr. Lavoie and the Quebec corporations associated with him. It did so based on a long-standing business relationship in which it had consistently dealt with his Canadian businesses and reasonably believed it was again contracting with Quebec-based entities. Only after the defence was raised did Impact become aware of the involvement of a Spanish company under a closely related name. Following oral defence arguments that the contract was actually with LMI Espagne, Impact amended its claim to join LMI Espagne as an additional defendant.
The defendants then brought a declinatory motion challenging the jurisdiction of the Quebec court. They argued that because LMI Espagne is located in Spain, and the goods were shipped from China directly to Spain without ever transiting through Quebec, only the Spanish authorities should hear the dispute. They further asserted that none of the connecting factors set out in article 3148 of the Civil Code of Québec (C.c.Q.) applied and, in the alternative, that even if jurisdiction existed, the Quebec court should decline it in favour of Spain under article 3135 C.c.Q. on the basis of forum non conveniens.
Alongside the jurisdictional challenge, the defendants sought an extension of time to file their declinatory motion. The court had initially set a deadline of 26 September 2025. On that very date, the defendants applied for a two-week extension, citing counsel’s heavy workload due to several trials in September. They ultimately filed their declinatory motion on 10 October 2025, within the extended period they requested.
Impact opposed the extension, complaining of a pattern of procedural skirmishing and delays by the defendants, including a prior, unsuccessful motion to dismiss filed earlier in 2025. Impact also opposed the jurisdictional challenge, arguing that most defendants had their real or elected domicile in Quebec, that the contract was concluded in Quebec, that payment was due in Quebec, and that the economic prejudice from the unpaid invoices was suffered in Quebec. It also submitted that, in the circumstances, the Spanish authorities were not better positioned than the Quebec court to resolve the dispute.
No insurance policy or contractual policy wording was in issue in this decision, and there were no policy clauses to interpret; the analysis centred instead on jurisdiction, connecting factors, and procedural timing, not on the construction of insurance or other standard-form contractual clauses.

Key procedural and evidentiary issues

The first procedural issue was whether the court should extend the deadline for filing the declinatory motion. Although the claim amount was relatively modest, the case had already seen multiple preliminary steps. The judge noted concerns about proportionality, given the amount at stake and the volume of procedural activity. However, he also observed that the defendants sought the extension before the initial deadline expired, requested only a short two-week prolongation, and filed their motion within that extended timeframe. Importantly, the court also considered that the declinatory motion itself was not frivolous and merited substantive consideration. In these circumstances, the Court of Québec granted the extension for filing the declinatory motion.
The second major issue concerned the existence of jurisdictional connecting factors under article 3148 C.c.Q. The provision confers jurisdiction on Quebec authorities in personal patrimonial actions when, among other things, the defendant is domiciled or resident in Quebec, when the defendant has an establishment in Quebec and the dispute relates to its activities there, or when a fault, prejudice, harmful act, or contractual obligation is sufficiently linked to Quebec.
For the Quebec corporations Boutique Chocosina (9229922 Canada Inc.) and LMI Canada (4458605 Canada Inc.), the court found jurisdiction to be straightforward. Both were domiciled in Montréal according to the Quebec enterprise register, making the first connecting factor under article 3148 applicable. With respect to Mr. Lavoie personally, the court weighed his assertion that he resided in Spain against the information in the Registraire des entreprises du Québec showing an address of domicile in Montréal. Because public registers maintained by public officers are authentic and their contents are opposable to third parties in good faith, the court accepted, at least prima facie and for purposes of the declinatory motion, that Lavoie was domiciled in Quebec and treated the court as competent in relation to him as well.
The status of LMI Espagne required closer scrutiny. The defendants asserted that it was a Spanish corporation with a place of business in Spain and introduced a Spanish fiscal identification registry document to support this. However, that document was not translated into French or English. The court reiterated that it cannot take judicial notice of documents in languages other than French or English and thus assigned the untranslated Spanish document no evidentiary value. At the same time, the court accepted that Impact bore the burden of establishing jurisdictional connecting factors. Given the way Impact framed its submissions, the judge was not prepared to find that LMI Espagne was domiciled in Quebec; the domicile connecting factor did not apply to this defendant.

Jurisdiction based on economic prejudice and contractual obligations

The court then turned to the third connecting factor under article 3148 C.c.Q.: whether a fault was committed in Quebec, whether a prejudice was suffered in Quebec, whether a harmful act occurred there, or whether one of the contractual obligations was to be performed in Quebec. Impact argued that payment was to be made in Montréal (or at least in Quebec), and therefore the financial prejudice of non-payment was borne there.
The defendants invoked case law such as Green Planet Technologies, in which courts have found that mere accounting recognition of a loss in Quebec is insufficient to ground jurisdiction if the real loss occurs elsewhere—such as in the jurisdiction where the funds actually were or where the core transaction unfolded. The Court of Québec carefully distinguished those authorities. In Green Planet, the plaintiff was a Quebec company acting in an international chain involving China, Brazil, and the United Kingdom, and the Court of Appeal emphasised that the economic loss was not truly localized in Quebec despite the accounting treatment.
By contrast, in this case Impact was a single-location Quebec business with no foreign branches or intricate international corporate structures. The court found that the contract at issue was formed in Montréal; Impact’s sole place of business was in Montréal; the invoices clearly indicated its Montréal address; and the payment instructions specified a Quebec banking location in Beaconsfield. Further, Lavoie’s written promises to pay, referencing a Montréal address, and the history of dealings between Impact and Lavoie’s Quebec-based entities suggested that the core commercial relationship was centred in Quebec. On these facts, the judge concluded that the parties effectively agreed that payment would be made in Quebec and that the economic prejudice caused by non-payment was genuinely suffered there.
The court also noted that the contract itself, as the source of the alleged damage, had been concluded in Quebec. It accepted that, based on the allegations and sworn statements taken as true for the purpose of the motion, one of the obligations under the contract—payment—was to be performed in Quebec and that economic loss was felt where Impact’s business and bank accounts were located. The judge further highlighted that the circumstances suggested potential contractual faults or harmful acts connected to Quebec, including promises of payment apparently made from Montréal and allegations by Impact’s representative that he believed he was contracting with Quebec companies, only learning of the Spanish entity after the fact. In light of the jurisprudential direction that article 3148 should be interpreted broadly and generously in favour of Quebec courts’ jurisdiction, the court held that the connecting factors relating to prejudice and performance of obligations were met even with respect to LMI Espagne.

Forum non conveniens and competing jurisdictions

Having found it was competent under article 3148 C.c.Q., the court then examined whether it should nonetheless decline jurisdiction in favour of Spanish courts under article 3135 C.c.Q. That provision allows a Quebec authority, exceptionally and at the request of a party, to decline jurisdiction if it considers that authorities of another state are better placed to resolve the dispute. The judge emphasised the twofold requirement: the situation must be exceptional, and the foreign forum must clearly be more appropriate, assessed in a global manner using non-exhaustive factors.
These factors include the residence of parties and witnesses, the location of evidence, the place of formation and execution of the contract, the existence and progress of any foreign proceedings, the location of the defendants’ property, the applicable law, any unfair advantage in the chosen forum, the interests of justice and of the parties, and the need for foreign exemplification of a judgment. The judge explained that a court should only decline jurisdiction where these considerations clearly point to a single foreign forum; if no such clear impression emerges, Quebec courts should retain jurisdiction.
In the present case, the court attached significant weight to the procedural history. Impact had initially sued only Lavoie and his Quebec companies, based on a long-standing relationship with them. It later added LMI Espagne only after the defendants’ own oral defence claimed that this Spanish entity was the true contracting party. Crucially, it was only after LMI Espagne was joined that the defendants invoked forum non conveniens and sought to send the case to Spain. In the judge’s view, the core controversy included determining which of the various entities—Quebec or Spanish—was in fact Impact’s contracting counterparty. Splitting the case between Quebec and Spain risked multiple proceedings, inconsistent decisions, increased costs, and potentially incomplete resolution of the underlying dispute.
The court noted that all parties except LMI Espagne had real or elected domicile in Quebec and that the contract was formed in Quebec. There was no evidence that key witnesses were overwhelmingly located in Spain, nor that the production of evidence from outside Canada would be unmanageable. There was also no indication of parallel or competing proceedings in Spain, or clear evidence about the location of assets or any need for exemplification abroad. On this overall assessment, the situation was not sufficiently exceptional, and the Spanish courts were not demonstrably better placed to decide the dispute. Consequently, the court refused to decline jurisdiction under article 3135 C.c.Q.

Outcome and financial consequences

In conclusion, the Court of Québec granted the defendants’ request to extend the deadline for filing their declinatory motion, thereby validating the timing of their jurisdictional challenge. However, it rejected the declinatory motion itself, holding that the Quebec court was competent over all defendants, including the Spanish company, based on the domiciles of the Quebec defendants, the contractual formation and performance links to Quebec, and the genuine economic prejudice suffered there. The court also declined to apply the forum non conveniens doctrine, finding that Spain was not clearly a more appropriate forum and that fragmenting the litigation would undermine efficiency and the interests of justice.
As a result, the substantive claim by Impact for approximately $36,431.65 in unpaid invoices remains to be decided on the merits before the Court of Québec. In this interlocutory judgment on jurisdiction, the effective successful party is the plaintiff, 3262511 Canada Inc. (Impact), because the central relief sought by the defendants—to have the Quebec court declare itself incompetent and dismiss or stay the action in favour of Spain—was refused. The court ordered “les frais de justice” in line with this outcome, but it did not fix a specific monetary amount for those costs, and no damages or principal sum were adjudicated or awarded at this stage; therefore, the total monetary amount ordered in favour of the successful party cannot be determined from this decision.