Executive Summary: Key Legal and Evidentiary Issues

• Interpretation of the share purchase agreement (Contrat AV-1), particularly whether the resale of Groupe Terrestria inc. shares required prior authorization under clause 0.01.08c).
• Characterization of the defendant’s resale of the shares as a potential contractual breach and its link to the plaintiffs’ alleged loss of 39 379,42 $.
• Alleged failure to pay the outstanding loan balance of 1 150 000 $ under clauses 3.01 and 3.02 of AV-1 and whether this default constitutes a “manquement” within the meaning of the contract.
• Causation and indemnification issues, namely whether any established contractual breach gives rise to a compensable “perte” for one of the parties.
• Application of article 211 C.p.c. and proportionality principles to justify splitting the instance between liability (obligations and breaches) and quantum (amount of damages).
• Procedural consequences of bifurcation on the parties’ evidentiary steps, including written interrogatories, production of documents, and a focused first hearing on three defined issues.

Background and parties

The case arises from a commercial share sale in the Province of Québec. On 5 July 2022, the individual plaintiffs, André and Sylvain Bellerive, entered into a share purchase agreement (the “Contrat” or AV-1) with the corporate defendant, 9218-0207 Québec inc. Under this agreement, they sold to the defendant the shares they held in the share capital of Groupe Terrestria inc. The corporate plaintiff, Groupe financier Les Rives inc., is also a party on the plaintiffs’ side. The matter is heard in the Court of Québec, Civil Chamber, District of Saint-Maurice, sitting at Shawinigan, under file number 410-22-002836-257, before the Honourable Pierre Allen, J.C.Q., in judgment 2026 QCCQ 159. The dispute is framed as a civil and commercial conflict over the performance of this business transaction and associated financial obligations.
Underlying claim and alleged losses
By their originating application, the plaintiffs claim from 9218-0207 Québec inc. the sum of 39 379,42 $ as a loss they say they suffered due to various breaches of the defendant’s contractual obligations. One major allegation concerns the defendant’s decision to resell the shares of Groupe Terrestria inc. after acquiring them. The plaintiffs maintain that this subsequent transaction was carried out without the prior authorization they say was required under the contract, and they link this conduct to their claimed financial loss. The plaintiffs also argue that the defendant defaulted on a substantial loan tied to the transaction, further contributing to their damages claim.
Contractual framework and key clauses at issue
The dispute turns on the interpretation of several specific provisions of the share purchase agreement AV-1, which function much like core policy terms in an insurance or financing context. First, article 0.01.08c) of AV-1 is central to the issue of whether the defendant’s sale of the Groupe Terrestria shares constitutes an “operation” that required prior authorization from the plaintiffs. The court will ultimately need to determine the scope of this clause, the types of transactions it captures, and whether the resale at issue falls within its ambit. Second, clauses 3.01 and 3.02 of AV-1 govern a loan in the amount of 1 150 000 $ associated with the transaction. The plaintiffs allege that the defendant failed to pay the remaining balance of this loan and assert that such non-payment amounts to a “manquement” under the contract. This raises questions about when the balance became due, what events constituted default, and the legal consequences of any non-performance. Third, the contract implicitly or explicitly addresses indemnification for loss, engaging broader civil law principles on causation and damages. The court will need to determine, if a breach is established, whether it gives rise to an indemnifiable “perte” and in what amount.
Procedural motion to split the instance
The judgment provided is not the final decision on liability and damages but rather a procedural ruling on how the case will proceed. The defendant, 9218-0207 Québec inc., brought a motion to “scinder l’instance” (split the instance), seeking to have the court first determine certain liability issues before addressing the quantum of damages. Specifically, the defendant asked that the court initially rule on three questions: whether the sale of the Groupe Terrestria shares by 9218-0207 Québec inc. is an operation requiring prior authorization under article 0.01.08c) of AV-1; whether there is a contractual breach by the defendant in failing to pay the outstanding loan balance of 1 150 000 $ as referred to in clauses 3.01 and 3.02; and, if there is a breach, whether it gives rise to indemnifiable loss for one of the parties. The plaintiffs did not oppose the motion to split the instance. Counsel for both sides jointly identified these three issues as suitable for determination in a first trial, and they also agreed on a set of procedural steps and deadlines to prepare the file for that initial hearing.
Legal principles on scission d’instance and the court’s reasoning
In addressing the motion, the court recalled that, although the general principle is the unity of the instance, article 211 of the Code of Civil Procedure allows the court to order a split in appropriate cases. Modern procedural law emphasizes sound case management, proportionality, access to justice, and efficient use of the parties’ and the court’s resources. The judge referred to established case law setting out criteria for bifurcation, including the relative simplicity of the issues to be decided at the first stage, the degree of connection between those issues and the remaining matters, the likelihood that an initial ruling will resolve the whole dispute or at least narrow it substantially or foster settlement, the stage of preparation of the case, the potential for delay, the advantages or prejudice to the parties, and whether the motion is contested or consented to. Applying these factors, the court held that the three proposed questions for the first trial are relatively simple and are closely tied to any subsequent assessment of responsibility and quantum. A preliminary determination of whether the defendant required prior authorization for the share resale, whether it defaulted on the loan obligations, and whether any breach can generate compensable loss is expected to clarify the parties’ positions significantly. This, in turn, could either resolve the entire dispute or at least limit the range of issues remaining for a second phase, and it might also promote settlement discussion after the first judgment. The judge further noted that holding a focused initial trial would not unduly delay the proceedings and would likely enhance procedural efficiency, control costs, and ensure that resources are used in a manner consistent with proportionality.
Orders, timetable, successful party, and monetary outcome
On this basis, the court grants the defendant’s motion to split the instance. The judgment orders that the question of the amount of the sums claimed by the plaintiffs will be dealt with only at a later stage, if necessary. A first hearing will instead be devoted to the three defined issues: whether the sale of the Groupe Terrestria shares required prior authorization under article 0.01.08c) of AV-1, whether the defendant’s failure to pay the outstanding 1 150 000 $ loan balance constitutes a contractual breach under clauses 3.01 and 3.02, and whether any such breach gives rise to an indemnifiable loss. The court records and enforces the parties’ agreed timetable, setting deadlines for written interrogatories, responses, production of exhibits in demand and in defence, and the filing of a summary of the defendant’s means of defence. It then fixes a three-hour hearing before the same judge for 25 June 2026 at the Shawinigan courthouse. In this procedural decision, the successful party is the defendant, 9218-0207 Québec inc., whose motion for scission d’instance is allowed; however, the court expressly orders “sans frais” and does not adjudicate damages or quantum at this stage, so no monetary award or costs are granted in favor of any party and the total amount that may eventually be ordered cannot yet be determined.