Executive Summary: Key Legal and Evidentiary Issues

• Characterization of the relationship between Claude Villemure and IG Gestion de Patrimoine as that of an independent contractor, not an employee, governed by service and association contracts.
• Enforceability of clauses allowing unilateral termination of the contracts “at any time, with or without cause and without notice or indemnity,” and absence of bad faith in the exercise of that right.
• Assessment of whether Villemure proved an entitlement to a termination or end-of-services indemnity despite clear contractual language to the contrary.
• Proof regarding unpaid remuneration for the final period of services in February 2021 and reconciliation of bank and remuneration records.
• Determination of IG’s residual liability for an acknowledged unpaid balance of commissions for 16–23 February 2021, versus the absence of any personal liability for Dufour and Goudreau.
• Allocation of responsibility among the defendants, resulting in dismissal of claims against the individual defendants and a limited monetary condemnation against IG only.

Facts of the case and contractual framework
Claude Villemure had been acting for several years as a financial advisor in securities under the banner of IG Gestion de Patrimoine (IG). In December 2016, he entered into an association contract with Mario Dufour under which he became an “associate advisor” serving clients for whom Dufour was the principal advisor. At the same time, a new advisor contract was executed directly between IG and Villemure to reflect his new status of associated advisor within the IG network. From these two contracts, the court concluded that Villemure was operating as an independent worker associated with Dufour, providing his advisory services exclusively for IG. He was paid periodically by IG, but he bore his own expenses and retained autonomy over his work schedule and methods, subject to the statutory and regulatory obligations applicable to persons distributing financial products and services. André Goudreau was, during the relevant period, the regional director at IG.

Termination of the business relationship
On 23 February 2021, Villemure received a letter signed by both Dufour and Goudreau notifying him of the immediate termination of the aforementioned contracts. In that termination letter, the signatories cited several reasons to end the business relationship, with a primary allegation that Villemure had placed himself in a serious conflict-of-interest situation. The case record also referred to a series of incidents, perceived inappropriate behaviors and a need for increased professional supervision, which the defendants said culminated in an irreversible loss of trust.

Key policy and contractual clauses at issue
The court focused on the termination clauses in both governing contracts. The contract between IG and Villemure contained an article 10 providing that the contract could be terminated at any time by either party, “even without a valid reason and without notice or indemnity in lieu of notice,” and further allowed termination for non-performance of contractual obligations. The association contract between Dufour and Villemure also contained an article 10, with similar wording stating that the contract could be terminated “at any time, with or without reason and with or without notice,” and that it would be terminated automatically if the associate violated terms of his contract with IG or upon termination of that contract. These provisions were central because Villemure’s claim hinged on an asserted right to a three-month income-equivalent indemnity upon termination, despite the clear, permissive termination language that denied any obligation to give notice or pay an indemnity.

Burden of proof and analysis of the termination indemnity
The court emphasized that the burden of proof rested on Villemure under the Civil Code of Québec: he had to demonstrate, on a balance of probabilities, the validity of his claims and legal entitlement to the amounts demanded. He argued that he had complied with instructions when the conflict-of-interest situation was discovered and maintained that the termination was unjustified, thereby warranting a compensatory end-of-services indemnity. The defendants, however, maintained that the relationship was contractually terminable at will and insisted that Villemure’s conduct—including the conflict-of-interest situation—destroyed the trust essential to the relationship. The judge ultimately found it unnecessary to decide the truth or gravity of all alleged incidents because the contracts expressly allowed termination without cause, notice, or indemnity. The court also found no indication that the termination was imposed in bad faith. In the absence of bad faith and in the presence of clear contractual wording, Villemure failed to establish any right to a termination or end-of-services indemnity, and that part of his claim was rejected.

Unpaid remuneration for February 2021
Separately from the claimed indemnity, Villemure sought 3,531.25 dollars, asserting that he had not been paid for his work in February 2021 and calculating that amount based on his average income over the previous four years. The evidence showed, however, that he had in fact been paid for services rendered up to 15 February 2021, as established by remuneration statements and his bank records. During the hearing, IG acknowledged that a balance remained unpaid for the period from 16 to 23 February 2021 and quantified this outstanding commission or remuneration at 1,053.01 dollars. On that basis, the court held that IG owed Villemure that specific amount for his final week of services.

Responsibility of the individual defendants and final outcome
As to the claims against Dufour and Goudreau personally, the court held there was no evidence that either had any personal obligation to remunerate Villemure. They acted within the structure of IG and under the contracts, but the payment obligations lay with IG alone. Consequently, the action against Dufour and Goudreau was dismissed. The court therefore rejected all claims for a termination indemnity, but it condemned IG Gestion de Patrimoine to pay Villemure 1,053.01 dollars in unpaid remuneration, with legal interest and the additional indemnity provided by article 1619 of the Civil Code of Québec from 18 November 2023, as well as 223 dollars in court costs. In total, the quantified monetary award in favor of the successful party, Claude Villemure, amounts to 1,276.01 dollars, plus interest at the legal rate and the statutory additional indemnity, the precise amount of which could not be determined from the judgment text alone.