Executive Summary: Key Legal and Evidentiary Issues

• Mandate and authority of the insurance broker Geska to bind Groupe Regard Sécurité inc. (Regard) to a new civil liability insurance contract with SUM following non-renewal by the prior insurer.
• Adequacy of Geska’s duty to inform, including whether it properly disclosed the substantial increase in liability insurance premiums and the reasons for that increase before obtaining Regard’s consent.
• Validity and clarity of Regard’s consent, particularly whether the email response “oui ok accepté” constituted an informed and unvitiated acceptance of the quoted premium and coverage.
• Credibility and weight of documentary evidence (emails, proposal, questionnaire, policies, invoices and payment records) compared to the oral testimony of Regard’s president, especially on alleged misrepresentation or error.
• Impact of the specialized risk profile (including references to markets such as aviation and firearms/explosives) on the availability and cost of liability insurance and on the broker’s search for coverage.
• Entitlement of Geska to recover unpaid premiums and fees, including the effect of the policy period actually enjoyed by Regard and the absence of any timely, clear request to cancel coverage or dispute the contract.

Facts and background of the dispute

Geska Assurances & Conseils inc. (Geska) had been acting since 2010 as insurance broker for Groupe Regard Sécurité inc. (Regard), which distributes safety work glasses. In this role, Geska’s mandate was to obtain and place appropriate civil liability coverage for Regard’s business activities. In July 2023, the then-insurer, Promutuel Verchères-Les Forges, informed Geska that it did not wish to renew Regard’s civil liability policy, which was due to expire on 25 July 2023. Geska secured a one-month extension of coverage until 25 August 2023 to allow time to find replacement insurance. To search the market, Geska required updated information on Regard’s operations. Regard was asked to complete a questionnaire describing its activities. The extract produced at trial showed, among other things, that the safety eyewear was destined in part for markets linked to aviation and firearms/explosives. This information proved significant, because it pushed the risk profile outside the standard market and into a specialized segment. On 31 July 2023, Geska’s representative, Ms. Desmarais, advised Regard’s president, Mr. Saati, that because of the mention of aviation and firearms/explosives, she could not place the civil liability insurance on regular markets and had to turn instead to specialized insurers. Saati replied that Regard was not in the firearms or aviation market, but when Desmarais forwarded the completed questionnaire reproducing Regard’s own answers, there was no correction or clarification.

Negotiations leading to the new insurance coverage

Against this background, Geska continued to search for coverage in the specialized market. On 3 August 2023, Desmarais proposed a structure under which the contract insuring the company’s property and revenues would be separated from the contract insuring its activities and civil liability. She suggested civil liability coverage totalling $5,000,000 at a base cost of $15,500, to which had to be added the insurer’s fees and Geska’s broker fees. On 9 August 2023, Saati responded that the plan of “15,500 $ + autres” seemed the more plausible option and that they would await further details. Later that same day, Desmarais clarified the full premium breakdown: a liability premium of $15,500, insurer’s fees of $750, Geska’s fees of $725, plus taxes at 9%. Despite this detailed cost explanation, Regard did not immediately reply. With the extended coverage set to expire on 25 August 2023, Desmarais followed up on 15 August 2023 to ask for clear instructions and to remind Regard that it would otherwise be without insurance as of 24 August. In response, on 16 August 2023, Saati sent the short but unequivocal email: “oui ok accepté”. On the strength of this consent, Desmarais informed Saati that she was requesting issuance of the civil liability contract as of 25 August 2023. Regard did not object or qualify this communication at that time.

Issuance, duration and termination of the policies

On 25 August 2023, through Gestionnaires d’assurances SUM (SUM), two notes of coverage were issued to insure Regard’s civil liability. One policy provided basic civil liability coverage of $2,000,000, while the other provided excess commercial liability coverage of $3,000,000, together matching the $5,000,000 limit discussed during negotiations. Geska invoiced Regard on 25 August 2023 for the premiums corresponding to this coverage and, on 13 September 2023, paid the premiums to SUM on Regard’s behalf. The coverage remained in force for products sold during the period from 25 August to 7 November 2023, during which Regard benefited from the protection provided by the policies. On 7 November 2023, the two policies were cancelled for non-payment of premium. SUM then issued credits to Geska on 14 November 2023 to reflect the cancellation.

Emergence of the dispute over premium increases

The dispute between the parties surfaced only after Geska sent its invoice. On 29 August 2023, following receipt of Geska’s billing, Saati wrote to say that their accountant had advised that the premiums had risen from $6,543 to more than $18,000. Before approving the amount, he asked why the increase was so drastic and what factors had led to it. On 30 August 2023, Desmarais responded, explaining the reasons for the significant increase: the prior insurer’s decision not to renew, the need to move into specialized markets given the risk profile, and the terms available from SUM. On 31 August 2023, Saati replied again, now characterizing the civil liability premium of $15,500 as “much too high” and emphasizing that it had been approximately “500% less expensive” the previous year. In the months that followed, Regard did not pay the invoice. Geska then sent a formal demand letter dated 25 September 2023, putting Regard in default and seeking payment of the outstanding premiums and its fees.

Positions of the parties and legal issues raised

In its action before the Court of Québec, Geska sought payment of an amount of $4,990.93, representing the net sum it claimed to be owed after accounting adjustments linked to the cancellation credits. Regard defended by arguing primarily that Geska had failed to properly execute its mandate as insurance broker and had breached its duty to inform. It contended that Geska did not sufficiently draw attention to the magnitude of the premium increase and had misled or induced it in obtaining consent to the new policies. Regard framed this as professional fault by Geska, asserting that the broker should have explicitly highlighted and explained the premium spike before binding the company to coverage. From a legal standpoint, the Court analyzed the relationship under the law of mandate (agency) in the Civil Code of Québec. An insurance broker can, depending on the situation, represent either the insured or the insurer, but here Geska was clearly acting as mandatary of Regard in seeking replacement liability coverage. The judge also examined the broker’s obligation of information and advice to the client, as well as the rules governing consent and error. Regard bore the burden of proving that Geska failed to comply with the professional standard of a reasonable insurance broker in the same circumstances and that any such failure vitiated its consent.

Assessment of the evidence and credibility

The Court placed considerable weight on the contemporaneous documentary evidence, especially the email exchanges, the completed questionnaire, the policies issued and the invoices and payment records. These documents showed that Geska had explained the implications of the questionnaire answers (including the aviation and firearms/explosives destinations), had advised that the risk had to be placed with specialized insurers and had clearly set out the premium, fees and taxes making up the total cost. In contrast, the Court found that the sole testimony of Saati, who is not a broker and cannot set the professional standard for the occupation, was insufficient to demonstrate a breach of the rules of the art by Geska. The later civil liability policies obtained by Regard from another insurer, Promutuel ALTA, in July 2024 and renewed in July 2025 were held to be of limited probative value. Without detailed comparison of coverage and risk profile, they did not prove that similar coverage was available at a lower cost back in August 2023. In fact, the 2024 documentation did not specify that the insured glasses were work glasses, which further undermined its utility as a benchmark for the earlier risk.

Findings on consent, error and duty to inform

The judge concluded that Geska had properly executed its mandate and had obtained valid and informed consent from Regard before contracting with SUM on its behalf. The key email “oui ok accepté” was succinct but left no room for ambiguity. At that point, Geska had conveyed the amount of the premium, the broker’s and insurer’s fees and the applicable taxes, along with the context that the coverage was being obtained in a specialized market due to the risk profile. The Court rejected the suggestion that Saati had been misled. He was described as an experienced businessman and chartered professional accountant involved in managing a substantial insurance portfolio and multiple investments and companies. If a comparative analysis of premiums was as critical as he claimed, the Court found it surprising that he did not ask any specific questions about the magnitude of the increase before giving his acceptance. Even if Saati had been mistaken about the extent of the premium increase, any such mistake would have been inexcusable in light of the information available and his own sophistication as a businessperson. Consequently, there was no error capable of vitiating his consent under the Civil Code rules on consent and error.

Entitlement to premiums and outcome of the case

On the second central question—what amounts Geska was entitled to recover—the Court began from the premise that Regard had refused to pay the $4,990.93 claimed on the basis that it had never consented to the coverage. Having rejected that defence, the Court held that the sums claimed were payable. Importantly, the judge emphasized that Regard not only benefited, but continues to benefit, from the civil liability coverage reflected in the policies for products sold during the period from 25 August to 7 November 2023, notwithstanding the later cancellation for non-payment. The emails from late August 2023 expressing dissatisfaction with the increased premiums were not treated as clear or timely requests to rescind or cancel the coverage, but rather as expressions of discontent with the price obtained by Geska. Geska had invoiced Regard on 25 August 2023 and paid the premiums to SUM on 13 September 2023, later receiving the credits associated with cancellation on 14 November 2023. The demand letter dated 25 September 2023 was deemed a valid formal notice under the Civil Code, thereby triggering the running of interest and the additional indemnity from that date. In the result, the Court of Québec condemned Groupe Regard Sécurité inc. to pay Geska Assurances & Conseils inc. the amount of $4,990.93, together with interest and the statutory additional indemnity from 25 September 2023, plus court costs. While the principal award is precisely quantified at $4,990.93, the total of interest, additional indemnity and costs cannot be determined from the decision, as those amounts are not numerically specified.