Executive Summary: Key Legal and Evidentiary Issues

• Professional seller status triggered the presumption under article 1729 C.c.Q. that the latent defects existed at the time of sale due to premature malfunctioning of the used commercial stove.
• Evidence from the buyer’s witnesses established that several burners, the plancha, and the oven were defective shortly after delivery, supporting the existence of serious vices affecting normal use in a restaurant setting.
• The seller’s written email confirming the right to return the equipment and obtain a refund was treated as a binding commitment, later contradicted by the seller’s refusal to take the stove back.
• The buyer’s decision to dispose of the stove before trial prevented full resolution of the sale, leading the court to opt for a reduction of the price (damages) rather than annulment, while recognizing the buyer could change remedy.
• The court rejected the seller’s arguments that it was denied an opportunity to inspect or repair the stove and that its CPA (Boyd) lacked authority, relying on credible testimony and documentary proof of Boyd’s role in the transaction.
• Damages were limited to the cost of replacement stoves and court costs, as these were found to be the direct, immediate, and foreseeable consequence of the seller’s breach of the warranty of quality.

Facts of the case

CPKV inc. operates restaurants without liquor permits and needed cooking equipment for a new restaurant scheduled to open on 16 November 2024. It contacted 9340-5710 Québec inc., a professional seller of furniture and equipment for hotels, restaurants and institutions, after seeing an advertisement on Facebook Marketplace for a used commercial stove described as a “poêle 8 ronds avec plaque 12’, four régulier et four à convection.” The seller, represented by its president, Maksim Nazheyeu, characterized the equipment as being of “excellent quality.” The parties agreed on a purchase price of $3,200 plus taxes, with a written warranty providing “trois mois garantie pièces et main d’œuvre excepté sur plastique, caoutchouc et défaut d’opérateur.” The equipment was delivered the same day.

Shortly after delivery, CPKV’s representative, Kevin Vignard, and its president, Coline Perissé, discovered multiple functional problems. The center plate (plancha) did not work normally, three of the eight burners were non-functional, and the oven emitted noise and gas odors. These defects were inconsistent with the representations of quality and with the expected performance of such equipment in a commercial kitchen. The buyer immediately notified the seller of the problems.

Following that notification, Michaël Boyd, a CPA working for the seller, emailed CPKV at 17:25 to confirm that if the buyer was dissatisfied with the equipment, it could return it and would be reimbursed. Two minutes later, at 17:27, Perissé replied, clearly accepting that offer: she confirmed dissatisfaction with the worn condition of the stove, stated that CPKV wished to return it and be reimbursed, and asked when the seller’s technician would collect the equipment. After this written commitment to undo the sale, Nazheyeu reversed course and refused to take back the stove.

On 5 November 2024, Perissé wrote again to Boyd and Nazheyeu, stating that, in light of Nazheyeu’s refusal to honor his obligations on behalf of 9340-5710 Québec inc., CPKV was sending a registered letter setting out the facts and that, after the delay in the letter, it would seize the court with the dispute. She emphasized that CPKV had dealt in confidence with a professional seller and that this confidence had been abused. That same day at 13:04, Nazheyeu drafted an email, but mistakenly sent it only to Boyd rather than to the buyer. In that message, he stated that the company was prepared to follow the conditions of its used-equipment warranty, promising to repair or replace defective parts or, if that was not possible, to replace the appliance with a similar model, while refusing any return of the used stove after purchase and suggesting that a lawyer would respond to any formal letter.

With the restaurant opening approaching and no effective solution from the seller, CPKV was forced to purchase two smaller stoves at a total cost of $2,747.91 so that it could open and operate its new establishment. CPKV then filed its action on 22 November 2024, seeking annulment (resolution) of the sale and damages. At the end of January 2025, due to lack of space and continuing operational difficulties, CPKV disposed of the defective stove. The seller filed its contestation on 28 January 2025.

Legal framework and presumption of latent defect

The court grounded its analysis in the civil law rules on latent defects and the warranty of quality. Article 1729 of the Civil Code of Québec provides that in a sale made by a professional seller, the existence of a vice at the time of sale is presumed when malfunction or deterioration of the property occurs prematurely compared with similar goods; this presumption may be rebutted if the defect is due to improper use by the buyer. In this case, the seller was clearly a professional vendor of commercial restaurant equipment, so the presumption applied.

The court reiterated that a professional seller must guarantee that the good is in all respects fit for the use to which it is destined. For a commercial stove intended for restaurant use, that means it must function reliably and safely in a professional kitchen. Here, the combination of the non-functioning plancha, partially inoperative burners, and gas-related issues showed a premature and serious malfunction relative to what is normally expected of such equipment. The seller did not prove that the early failure of the stove was due to misuse or any act by CPKV, so the statutory presumption of a pre-existing vice remained in effect.

In addition, because the warranty against latent defects from a professional seller entails that the seller is presumed to know of the vice, the court noted that this opens the door to damages under article 1728 C.c.Q., provided the buyer has also complied with the obligation to give timely notice under article 1739 C.c.Q. The court found that CPKV did give proper notice, relying on the evidence of immediate communications and the registered letter referred to in the email correspondence.

Choice of remedy: resolution vs reduction of price

CPKV’s initial claim sought resolution (annulment) of the sale and damages. In principle, resolution aims to restore the parties to the positions they occupied at the time of the contract, which normally requires the buyer to return the property and the seller to refund the price. However, by the time of the hearing, CPKV had disposed of the stove because keeping it caused serious problems in managing the limited space in the restaurant kitchen. That disposal made it impossible to fully unwind the transaction in the ordinary way.

The court did, however, consider CPKV’s explanation for disposing of the stove: it faced substantial operational and space-management difficulties caused by leaving defective, bulky equipment in place while needing to run a functioning kitchen. At the same time, the court noted that CPKV had not notified the seller in advance that it intended to get rid of the stove, a factor the court had to weigh when deciding on the appropriate remedy.

Importantly, the court highlighted that instituting an action seeking resolution does not amount to a tacit waiver or bar that would prevent the buyer from later changing its remedy and seeking a reduction of the price instead. At the hearing, Perissé acknowledged that, in the circumstances, she could no longer realistically expect full resolution of the sale. The court therefore treated the claim as one for a reduction of the price (diminution du prix) accompanied by damages, based on the warranty of quality and the seller’s breach.

Evaluation of evidence and rejection of the seller’s defenses

The seller advanced two principal defenses. First, it argued that CPKV had refused to allow it to examine the stove and carry out repairs under the warranty. Second, it contended that Boyd, the CPA who sent the email confirming the right to return the stove and obtain a refund, was not an authorized representative and thus could not bind the company.

On the first argument, the court preferred the evidence of CPKV’s witnesses, Perissé and Vignard, who were found to be credible, and concluded that the buyer had not refused inspection or repair. The contemporaneous documentary evidence showed that the seller had in fact sent the 5 November email to the wrong recipient (Boyd rather than CPKV), undermining its claim that it had properly followed through on its commitment to address the defects.

On the second argument, the court ruled that Boyd did act as a representative of 9340-5710 Québec inc. in relation to this transaction. Among other things, it was Boyd who had sent the sales contract to CPKV on 21 October 2024, reinforcing the impression that he was authorized to communicate on behalf of the company. The court also relied on provisions of the Civil Code concerning representation and apparent authority, concluding that the seller could not disavow Boyd’s written commitment to accept the return of the stove and issue a refund. Consequently, the seller’s attempt to avoid liability on the basis of internal authority issues was rejected.

Assessment of damages and final outcome

Having determined that the seller, a professional vendor, was liable under the warranty of quality for latent defects and that CPKV had properly notified it of the problems, the court turned to damages. The court focused on losses that were the direct, immediate, and foreseeable consequence of the seller’s breach. It found that CPKV was compelled to buy two smaller replacement stoves to open and operate its restaurant, incurring a documented cost of $2,747.91. These replacement costs, together with the practical difficulties and inconvenience in managing the kitchen space while dealing with the defective equipment, were considered the appropriate measure of damages in the circumstances.

The court therefore partially allowed CPKV inc.’s claim. Rather than ordering resolution of the sale, it condemned 9340-5710 Québec inc. to pay CPKV $2,747.91, representing the cost of the replacement stoves, plus legal interest at the statutory rate and the additional indemnity under article 1619 C.c.Q. from 7 November 2024, along with $182 in court costs. The exact total monetary award, including accrued interest and the indemnity, cannot be determined from the decision alone because it depends on the passage of time after 7 November 2024, but the successful party is CPKV inc., which obtained judgment for the principal sum of $2,747.91 plus interest and $182 in costs.