Executive Summary: Key Legal and Evidentiary Issues

• Central issue over the validity and enforceability of clause 9.1, by which Hôtel Le Priori renounced its right under article 2125 C.C.Q. to unilaterally terminate the service contract without cause.
• Dispute centers on whether the service agreement between Vidéotron and Hôtel Le Priori is a contract of adhesion (art. 1379 C.C.Q.) or a freely negotiated contract of gré à gré.
• Evidence concerning the parties’ prior dealings, including earlier contracts containing an identical termination clause, weighed heavily on the credibility of Le Priori’s claim that it did not understand or negotiate the clause.
• Another key question involved the alleged breach by Vidéotron of its duty to inform Le Priori about the legal consequences of renouncing the statutory termination right.
• The court examined whether the contractual termination fees (50% of remaining monthly charges) were compatible with article 2129 C.C.Q. and the protective regime for clients in contracts of enterprise or services.
• A reconventional claim by Le Priori for abuse of procedure required the court to assess proportionality and conduct of the litigation, ultimately finding no abuse and rejecting the counterclaim.

Facts and contractual background

Vidéotron ltée provided television distribution services to Hôtel Le Priori inc., a hotel in Québec City, under a series of commercial service agreements. The relationship dated back to 2010, when the parties first entered into a contract for analog telecommunication services. That agreement was renewed in 2015, still on similar terms, including a clause restricting the hotel’s right to unilaterally terminate without cause.
In November 2016, as Vidéotron migrated from analog to digital technology, the parties executed a new “Convention de services et d’installation d’un système de distribution” for a 60-month term. The Convention was signed on 21–22 November 2016 by Vidéotron’s vice-president, Ventes et marketing, and by Hôtel Le Priori’s general manager, Erwan Franchet. The financial terms reflected the cost of installing new digital equipment and the expectation that those costs would be amortized over the full five-year term.
In 2019, a competitor, Technologies Konek inc., approached Hôtel Le Priori and successfully convinced it to switch providers. On 17 December 2019, Konek and the hotel signed their own service and equipment lease agreement. Under that agreement, Konek undertook to handle the termination of the existing Vidéotron Convention and, critically, to assume the early termination fees that Vidéotron might charge. The Konek contract itself contained a clause by which Hôtel Le Priori again renounced its statutory right to terminate unilaterally and agreed to pay, in case of early termination, 50% of the remaining monthly payments—mirroring the contested structure in the Vidéotron Convention.
Acting pursuant to its mandate from the hotel, Konek’s shareholder Jean-François Rousseau, using the letterhead of another company (Libéo), sent a letter to Vidéotron on 5 May 2020 advising that he had been mandated by Hôtel Le Priori to terminate the Convention and asking that services cease immediately. Vidéotron verified the instruction with Mr. Franchet and then processed the termination effective 4 June 2020, in accordance with the contractual notice mechanism. On 24 July 2020, via a letter on Québecor Media letterhead, Vidéotron invoiced Hôtel Le Priori for $7,099.57, representing arrears and early termination fees calculated under the Convention.
The hotel did not dispute the numerical calculation of the amount but contested the validity of the contractual clause that generated the fees. Litigation ensued, and both sides invested substantial resources relative to the modest amount in issue, reflecting the broader commercial implications of the termination clause for Vidéotron’s portfolio of similar contracts.

Contractual clauses and statutory framework

The central contractual provision was clause 9.1 of the “Modalités des services” annexed to the Convention. It stated that the client (Hôtel Le Priori) could not unilaterally and without cause terminate the services and expressly and irrevocably renounced the application of article 2125 of the Civil Code of Québec. In place of the statutory regime, the clause conferred a contractual right to terminate subject to payment, at the time of termination, of all amounts then due plus early termination fees set by the Convention or, failing a precise figure, an amount equal to 50% of the remaining monthly installments. The clause also provided that termination would take effect 30 days after Vidéotron received written notice.
Under article 2125 C.C.Q., a client may unilaterally terminate a contract of enterprise or for services, even after performance has begun, without having to justify cause. Article 2129 C.C.Q. limits the client’s financial exposure upon such termination to: the value of work performed, actual costs and expenses, the value of reusable goods supplied, and any other damages actually suffered, while requiring the service provider to refund any unearned advances. Article 1379 C.C.Q. defines a contract of adhesion as one whose essential stipulations are imposed by one party and could not be freely negotiated, distinguishing it from a contract of gré à gré.
Hôtel Le Priori argued that clause 9.1 was an essential stipulation drafted and imposed by Vidéotron in a contract of adhesion, such that its renunciation of article 2125 C.C.Q. should be deemed invalid. It further contended that Vidéotron had breached a duty to inform it of the legal significance and consequences of this renunciation and that the contractual termination fees clashed with the protective limits of article 2129 C.C.Q. The hotel relied in particular on Supreme Court authority (Garcia Transport Ltée c. Cie Trust Royal) regarding the possibility of waiving the benefit of protective statutory provisions only after the protected right has arisen.
Vidéotron, by contrast, maintained that the Convention was not a contract of adhesion, that clause 9.1 was valid and clear, that the client could and did renounce article 2125 C.C.Q., and that the termination fees reflected a legitimate commercial mechanism to recoup installation costs for the digital technology over the planned term. Vidéotron also defended against Hôtel Le Priori’s reconventional claim alleging abuse of procedure.

Evidence and credibility assessment

On the question of whether the contract was of adhesion or freely negotiated, the court examined both testimonial and documentary evidence. Mr. Franchet filed a sworn statement asserting that before concluding the Convention, it had never been possible for the hotel to negotiate any terms, that the contractual wording was imposed by Vidéotron, and that he had not been informed of any waiver of the right to unilaterally terminate. He further asserted that they only realized after signing that they had renounced the right of unilateral termination, had never been advised of the consequences, and had never been given a meaningful chance to consult legal counsel.
However, when testifying at trial, Mr. Franchet was unable to recall crucial details about the circumstances of signing the Convention: who transmitted the document, how it was executed, or how it was returned to Vidéotron. He admitted that nothing had prevented him from consulting a lawyer. Because his oral testimony could not credibly support the categorical assertions in his contemporaneous sworn declaration, the court found a serious and manifest inconsistency that significantly undermined his credibility.
The court also placed weight on the parties’ contractual history. Both the 2010 and 2015 agreements between Vidéotron and Hôtel Le Priori contained a clause identical to clause 9.1 of the 2016 Convention regarding waiver of article 2125 and the formula for termination fees. The hotel therefore had already lived with the same clause for six years without raising legal concerns or seeking amendments. This long-standing acceptance undercut the suggestion that the hotel was surprised by or unaware of the effect of the clause when it signed the 2016 Convention.
Further, the Convention included clause 1.11, initialed by Mr. Franchet along with the rest of the document, in which the client acknowledged having read the attached Modalités des services and having understood the scope of each clause. The court considered this acknowledgement strong evidence that Hôtel Le Priori knowingly accepted the contractual package, including clause 9.1.
Three Vidéotron witnesses—primarily account and hospitality managers—testified that their standard practice allowed for possible negotiation and modification of contract clauses, including penalty provisions, subject to approval by the legal department. They acknowledged that such modifications were relatively infrequent but insisted they were possible upon client request. The internal practice was to document any such requested changes in client notes. No such note existed in Hôtel Le Priori’s file, and no evidence showed that the hotel ever attempted to negotiate the relevant clauses. One witness also confirmed that clause 9.1 had, in some instances, been the subject of negotiation with other clients.
The court also noted that in its later contract with Konek, Hôtel Le Priori expressly accepted a very similar waiver of unilateral termination and a 50% remaining-balance termination fee structure, and that Konek’s representative testified to having discussed the clauses line by line with Mr. Franchet. This further weakened the hotel’s position that it would not knowingly accept such a clause or that it failed to appreciate its legal consequences when dealing with Vidéotron.

Legal analysis

The judge first addressed whether the Convention qualified as a contract of adhesion under article 1379 C.C.Q. The court agreed that clause 9.1 was indeed an “essential stipulation” because it removed a key statutory protection afforded to clients under article 2125 C.C.Q., thereby touching the core balance between client and service provider. However, to find a contract of adhesion, the court also needed proof of a real impossibility to negotiate those essential terms. On the evidence, the court held that this second condition was not satisfied. Given Vidéotron’s practice of occasionally negotiating contractual clauses, the lack of any attempt by Hôtel Le Priori to seek changes, and the contradictory and unreliable nature of Mr. Franchet’s testimony compared with the written declaration, the court concluded there was no “impossibilité réelle de négocier.” The Convention was therefore characterized as a contract of gré à gré, not of adhesion.
Turning to the validity of the waiver of article 2125 C.C.Q., the court recognized that article 2125 is a strongly protective rule granting clients an extraordinary right to unilaterally terminate a service contract at any time without cause and without prior formalities. It noted that jurisprudence requires any waiver of this right to be clear, unequivocal, and given with an understanding of its real consequences. The court reviewed case law, including decisions confirming that clients can, in appropriate circumstances, validly renounce this right, even via a clause included in the service contract itself, provided the waiver meets those stringent conditions.
Hôtel Le Priori’s reliance on Garcia Transport Ltée c. Cie Trust Royal, suggesting that a party cannot waive the benefit of an “ordre public de protection” regime until after the protected right is acquired, did not persuade the court. The judge reasoned that the client’s right to terminate under article 2125 C.C.Q. is a continuing right, exercisable at any time during the life of the contract, so it does not fit neatly into a model where a right “arises” only at a discrete moment. If the Garcia rule were rigidly applied as argued by the hotel, any waiver of the client’s ongoing right to terminate would be almost impossible to validate, a result inconsistent with the body of Quebec case law that accepts such waivers under strict conditions.
Having found that the Convention was freely negotiated—or at least not imposed in a way that precluded negotiation—and that Hôtel Le Priori had a long-standing familiarity with the same clause across prior contracts, had expressly acknowledged reading and understanding the Modalités des services, and had later accepted a nearly identical clause with a competitor, the court held that the waiver of article 2125 C.C.Q. in clause 9.1 was clear, unequivocal, and made in full awareness of its consequences. By renouncing article 2125, the hotel also renounced the benefit of article 2129’s more limited financial consequences of termination. The contractual formula of 50% of remaining monthly installments as early termination fees was therefore enforceable in the context of this commercial relationship and the cost structure Vidéotron had adopted to finance the installation of the digital system.
The court further rejected the allegation that Vidéotron had breached a duty to inform. The existence of prior identical contracts, the client’s explicit acknowledgment of having read and understood the clauses, and the overall sophistication expected of a commercial hotel operator all militated against imposing on Vidéotron any heightened obligation beyond making the clauses available and intelligible.

Outcome and monetary consequences

On the principal action, the court concluded that Hôtel Le Priori had indeed terminated the Convention unilaterally and without cause and that, given the valid waiver of article 2125 C.C.Q. and the enforceability of clause 9.1, Vidéotron was contractually entitled to the claimed early termination fees and arrears. The hotel had never contested the calculation of the $7,099.57 figure; its challenge was purely legal. The court therefore allowed Vidéotron’s claim in full, ordering Hôtel Le Priori to pay $7,099.57 plus interest at the legal rate and the statutory additional indemnity from the date of service of the proceedings, along with costs of justice on the principal action.
On the counterclaim, Hôtel Le Priori sought $4,000 in damages for alleged abuse of procedure by Vidéotron. The court found no evidentiary foundation for this reconventional claim and emphasized that while the litigation may have been disproportionate in resources to the amount in dispute, that alone did not constitute procedural abuse. The counterclaim was therefore dismissed with costs in Vidéotron’s favour.
In the result, Vidéotron ltée emerged as the successful party. It obtained a judgment condemning Hôtel Le Priori inc. to pay $7,099.57 in principal, together with legal interest and the additional indemnity from the date of service, plus its taxable legal costs on both the main action and the counterclaim. Because the judgment does not quantify the precise amounts of interest and costs, the total monetary sum in Vidéotron’s favour cannot be determined from the text of the decision.