Executive Summary: Key Legal and Evidentiary Issues

• Central issue was whether royalties and related damages could be claimed personally from a shareholder/director when the written publishing contract named a corporation as the contracting party.
• The court focused on the contract’s wording and the enterprise register to determine that “Groupe Wow Holding” referred to Holding Canada Suisse inc., not to Denis Clermont personally.
• No evidence established that Clermont had assumed any personal obligations toward the author, either in the contract or by separate undertaking or representation.
• Promotional activities, including the creation of a website for the book, were treated as actions of the corporation in performing its obligations, not as independent wrongful acts by the individual defendant.
• The alleged loss of Canadian Emergency Response Benefit (PCU) entitlements was characterized as a consequential loss flowing from the corporation’s contractual obligations, with no direct legal link to Clermont personally.
• Because the plaintiff failed to prove a legally relevant link between his claim and the named defendant, the court rejected the action but, recognizing his good-faith mistake about the identity of his contracting party, declined to award costs against him.

Facts of the case

The dispute arose out of a publishing relationship concerning an autobiographical work entitled “C’est ma vie – It’s my life.” The plaintiff, Paul-André Busque, is the author of this work and claimed to be owed unpaid royalties arising from a publishing contract entered into in 2018. He commenced an action in the small claims division of the Court of Québec (Cour du Québec, Division des petites créances, civil chamber, district of Longueuil), identifying the defendant as “Denis Clermont faisant affaire sous le nom Groupe Wow Holding.”
The core factual background is that, on 12 September 2018, a written publishing contract (contrat d’édition) granted a licence to publish Busque’s work to an entity identified in the contract as “Groupe Wow Holding.” According to the plaintiff, this entity was effectively the business name under which the defendant, Denis Clermont, operated. On that premise, Busque claimed Clermont personally owed him unpaid royalties and related damages.
The evidence, however, showed a different picture of the contracting party. The corporate and enterprise registry indicated that the commercial name “Groupe Wow Holding” was used not by Clermont in his personal capacity, but by a corporation, Holding Canada Suisse inc. This information was consistent with Clermont’s position in his defence, in which he maintained that he had acted as shareholder/director of that corporation, and that the corporation, not he personally, was party to the 2018 publishing agreement.
In addition to unpaid royalties, Busque also complained about the creation and operation of a promotional website for his book. He asserted that this site had been set up without his approval and claimed both moral and financial prejudice from its use. Further, he alleged that the non-payment or under-payment of royalties contributed to him receiving lower benefits under the Canadian Emergency Response Benefit (Prestation canadienne d’urgence – PCU), because the income reported for purposes of that program was less than what he believed he should have earned under the contract.

Claims and procedural history

Busque initially claimed a sum of 21,102.75 CAD as unpaid royalties. In order to avail himself of the small claims procedure, he voluntarily reduced his claim to 15,000 CAD, which is within the jurisdictional limit of the Cour du Québec, small claims division. After the defendant filed a defence contesting personal liability, Busque amended his claim. In his amended pleading, he reduced his royalty claim to 5,000 CAD, acknowledging certain payments already made. At the same time, he added new heads of claim: damages allegedly resulting from the unauthorized creation and use of the website promoting his book, and further damages corresponding to the shortfall in PCU benefits that he said would not have occurred if he had been properly paid under the publishing agreement.
The defendant, Clermont, resisted the claim on the basis that he was not personally liable for any of these amounts. He argued that the publishing contract was concluded with Holding Canada Suisse inc., which operated under the name “Groupe Wow Holding,” and that any obligations under the contract—whether to pay royalties, to promote the work via a website, or otherwise—were obligations of the corporation alone. The defendant also filed a counterclaim (demande reconventionnelle), but ultimately withdrew it, and the court simply took notice of that withdrawal in its judgment.
The matter proceeded to hearing before the Honourable Daniel Lévesque J.C.Q. on 18 December 2025, with judgment rendered orally at the hearing.

Evidence and legal analysis

The court’s analysis turned on two key questions: who was the proper contracting party under the 2018 publishing agreement, and whether there existed any independent legal basis for holding Clermont personally liable, separate from the obligations of the corporation.
On the first issue, the court relied heavily on the documentary evidence, particularly the written publishing contract dated 12 September 2018. That contract clearly named “Groupe Wow Holding” as the licensee and contracting party in relation to the edition and promotion of the work “C’est ma vie – It’s my life.” The judge accepted the uncontested evidence that this commercial name was associated with the corporation Holding Canada Suisse inc., not with Clermont as an individual. The corporate registry information confirmed that “Groupe Wow Holding” was used by the corporation, and Clermont’s defence was consistent with that record.
Examining the contract itself, the court found no language by which Clermont personally assumed obligations in favour of Busque. There were no personal guarantees, no stipulations that he was contracting “personally and solidarily” with the corporation, and no separate document in which he agreed to be personally responsible for the payment of royalties or related obligations. From a corporate law perspective, the court applied the principle of separate legal personality: where a valid corporation is the contracting party, its shareholders and directors are not ordinarily personally liable for its contractual debts unless specific legal conditions are met (such as guarantees, piercing of the corporate veil, or personal fault separate from corporate acts). None of those conditions were present on the facts.
On the second issue, the court considered whether the additional claims—relating to the website and to the alleged PCU shortfall—could create a separate legal link between Busque and Clermont personally. The evidence showed that the creation of the promotional website for the book formed part of the promotional efforts undertaken in execution of the corporation’s contractual obligations to publicize and market the work. The court therefore treated the website as an act of the corporation, not as an individual venture or tort committed by Clermont in his personal capacity. The judge did not find any independent wrongful act or personal fault by Clermont that could give rise to liability distinct from that of the corporation.
Similarly, the claimed loss in PCU benefits flowed, if at all, from the alleged failure of the corporation to pay the contractually owed royalties. This was again characterized as a consequence of the corporation’s contractual performance (or lack thereof), not of any personal undertaking by Clermont. Thus, while these claims might conceptually be framed as consequential damages flowing from the breach of the publishing contract, they remained directed at the wrong legal person because the plaintiff had not sued the contracting corporation.
The court explicitly noted that no argument was advanced to justify piercing the corporate veil or otherwise disregarding the separate personality of Holding Canada Suisse inc. Busque did not attempt to demonstrate any abuse of rights, fraud, or other exceptional circumstances that might allow the court to treat Clermont and the corporation as one and the same for liability purposes. In the absence of such arguments and proof, the ordinary rules of corporate separateness applied.
No insurance policy or policy terms were at issue in this case. All of the legal analysis centred on the interpretation of the publishing contract, identification of the proper contracting party, and the general principles of corporate and contractual liability in Quebec civil law. The court therefore confined itself to determining whether the action had been brought against the correct legal person and whether any independent, non-contractual basis existed for holding the named defendant personally liable.

Decision and outcome

Having reviewed the contract, the registry evidence, and the parties’ submissions, the court concluded that the plaintiff had failed to establish any “lien de droit effectif” (legally cognizable link) between himself and the defendant he had chosen to sue. While there may have been a viable claim in principle against the corporation Holding Canada Suisse inc., the action as framed targeted only Clermont personally, without any sufficient legal foundation for personal liability.
On that basis, the court held that the plaintiff’s action could not succeed. The demand for unpaid royalties, the related claim for damages arising from the promotional website, and the alleged losses in connection with the PCU program were all rejected, not on their substantive merits as against the corporation, but because the plaintiff had sued the wrong party and had not shown any personal obligation on the part of Clermont.
The judge nonetheless recognized that the error appeared to result from a good-faith misunderstanding by Busque regarding the identity of his true contracting partner. In light of that good-faith mistake, the court exercised its discretion to refrain from ordering costs against him. It explicitly dispensed the plaintiff from paying judicial costs and directed that the matter be disposed of “sans frais de justice de part ou d’autre,” particularly since the defendant had also withdrawn his counterclaim.
In the final result, the action brought by Paul-André Busque in the small claims division was dismissed, and the counterclaim of Denis Clermont was noted as discontinued. The successful party in the proceedings was therefore the defendant, Denis Clermont, but no monetary award of damages, costs, or any other sum was ordered in his favour; the total amount ordered for the successful party was zero dollars, and no quantifiable recovery was granted in his favour or against the plaintiff.