Executive Summary: Key Legal and Evidentiary Issues

• Scope of a client’s right to unilaterally terminate a fixed-price service contract under articles 2125 and 2129 C.C.Q. in a consumer context.
• Interpretation of specific contractual clauses (Sections 10 and 12) to determine whether they limit or preserve the right of unilateral termination without cause.
• Allocation of the burden of proof on the clients to show that payments exceeded the value of services actually rendered at the time of termination.
• Failure by both sides to present preponderant, concrete evidence of the percentage of work completed under the refugee protection mandate.
• Legitimacy of LMRT’s counterclaim for the unpaid balance, alleged harassment damages, and time spent on litigation and post-termination work.
• Procedural fairness concerns arising from LMRT’s conduct, including late attempts to reshape its claim and disregard for case management requirements.

Facts of the case
Mehrdad Majd, Arezoo Jalilzadehghannadi and Parsin Majd retained L.M.R.T. for Immigration Services Inc. (LMRT) in November 2022 under a written service agreement to assist with their refugee protection claims in Canada. The contract was a fixed-price arrangement for $8,000, payable in instalments, for professional services provided by LMRT’s representative, Ms. Samaneh Esfahanian. The clients paid $5,100 of the total fee before the relationship broke down. On June 20, 2023, the clients sent LMRT a written notice terminating the agreement. In that notice they asserted LMRT had performed only about 10% of the contracted work and demanded reimbursement of $4,300, being the alleged “excess” over the value of services rendered relative to the $8,000 fixed price. LMRT disputed both the termination and the clients’ characterization of the work completed. LMRT claimed that approximately 90% of the services had already been performed by the time of termination, and that in any event the contract did not allow unilateral termination without cause by the clients. The dispute proceeded before the Court of Québec, Small Claims Division, with the clients as plaintiffs/cross-defendants and LMRT as defendant/cross-applicant.

Contract terms and legal framework
The central legal questions turned on Quebec contract law and consumer protection rules governing service contracts. The contract expressly fixed the professional fee at $8,000, structured into monthly instalments, and contained several key clauses invoked by both sides. LMRT relied on Section 10 of the contract, which provided that “LMRT will refund 100% of the professional fees or do the appeal for free only in case of rejection by the RPD.” LMRT argued that because this clause contemplated a refund “only” where the Refugee Protection Division rejected the claim, it implicitly excluded any other scenario where a refund could be sought, thereby barring unilateral termination without cause. The clients, by contrast, pointed to Section 12 titled “Discharge or Withdrawal of Representation.” This clause states that the client may discharge representation and terminate the agreement in writing, at which point outstanding fees or disbursements are either refunded by the representative or remitted by the client, depending on the balance at that time. The Court analyzed these provisions against the background of articles 2125 and 2129 of the Civil Code of Québec, which together establish that a client may unilaterally terminate a contract of enterprise or for services without cause, subject to paying the value of work actually performed by the time of termination. Because the agreement was a consumer contract governed by the Consumer Protection Act, the Court also applied section 11.4 CPA, which prohibits any clause that seeks to exclude the application of articles 2125 and 2129 C.C.Q. on termination of service contracts.

Interpretation of the termination and refund clauses
The judge rejected LMRT’s interpretation of Section 10. The provision was characterized not as a waiver of unilateral termination rights, but as a resolutory condition tied specifically to the outcome before the Refugee Protection Division. If the refugee claim were rejected, the payment obligation would be retroactively annulled and the fees refunded, or an appeal performed at no additional cost. That conditional “refund” mechanism did not displace or limit the separate statutory regime for unilateral termination without cause. Section 12, by contrast, was read as an express recognition of the client’s right to discharge the representative and terminate the agreement upon written notice. The wording was clear and unambiguous in preserving, rather than excluding, the right of unilateral termination. Even if the contract had purported to waive this right, the Court emphasized that any such waiver would be invalid in a consumer contract under the Consumer Protection Act, which bans clauses excluding the application of articles 2125 and 2129 C.C.Q. In light of this, the Court concluded that the clients were legally entitled to unilaterally terminate the contract without cause pursuant to both article 2125 C.C.Q. and Section 12 of the agreement.

Evidence and burden of proof on the value of services
Once the Court accepted that unilateral termination without cause was available, the key evidentiary issue became the value of the services performed by LMRT up to June 20, 2023. Under article 2129 C.C.Q., the client who terminates must compensate the service provider for the value of work performed (often characterized as an “indemnité de rupture”). The Court stressed that it is the clients, as claimants seeking restitution, who bear the burden of proving that the amounts paid exceeded the value of services delivered. In their pleadings, the clients spoke in approximations, estimating that roughly 10% of the work had been done; at trial their representative spoke of 10–15%. LMRT similarly asserted, in a broad stroke, that 90% of the contract had been completed, but did not provide detailed supporting proof. The Court criticized both sides’ reliance on percentages and approximations without concrete, preponderant evidence. In particular, the clients could have called the new immigration representative who took over their case to describe what remained to be done to complete the refugee process, or could have filed the full bundle of documents prepared by that new representative. The only subsequent evidence they submitted was a new contract with lawyer Adetayo G. Akinyemi for $4,000, which did not specify the particular services to be performed to complete the refugee protection claims. The judge also observed that this $4,000 amount, when compared to the original $8,000 fee, tended to suggest that more than 10–15% of the work under the first contract might already have been completed. Overall, the Court found that the clients had not discharged their burden to show, on a balance of probabilities, that they had overpaid relative to the value of LMRT’s services at the time of termination.

LMRT’s counterclaim and alleged harassment
On the other side, LMRT filed a counterclaim seeking a total of $10,000. This sum covered, in LMRT’s shifting theory, (i) the remaining $2,900 balance of the $8,000 fixed fee, (ii) additional amounts allegedly tied to harassment of Ms. Esfahanian by the clients, and (iii) compensation for time spent preparing LMRT’s defence in these proceedings and, later, for post-termination work allegedly performed on the clients’ refugee matters. The Court first addressed LMRT’s attempt to recover the unpaid instalments of the fixed price. LMRT argued that because some $700 monthly instalments had come due on paper between April and June 2023, and termination occurred only after their due dates, those amounts were payable irrespective of how much work had been done. The Court firmly rejected this reasoning, holding that under articles 2125 and 2129 C.C.Q., what matters is the value of services actually performed before termination, not the contractual timing of payment. Allowing a service provider to front-load all payment obligations and then rely on the schedule to collect unearned profit would undermine the statutory termination regime and effectively convert the termination indemnity into a mere enforcement of scheduled liabilities. The judge noted that even LMRT’s representative admitted the payment schedule did not track actual progress, but was designed to ease clients’ financial burden. As to the alleged harassment, the Court found that any such claim would belong personally to Ms. Esfahanian, not to LMRT. Since she was not a party to the case, LMRT lacked the legal interest to claim damages on that basis. The Court also dismissed LMRT’s theory that it was entitled to recover time spent on its legal defence, reiterating that time and inconvenience inherent in litigation are not compensable in the absence of procedural abuse. Finally, the Court refused to entertain a late shift in LMRT’s position at trial, where it attempted to recast the $10,000 counterclaim as covering work done on refugee files after termination. This had never been pleaded in the counterclaim and no serious evidentiary breakdown of that amount was provided. The judge viewed LMRT’s evolving justifications, its failure to attend a prior case management conference, and its late, inadmissible written breakdown of the $10,000 as inconsistent with procedural fairness and rigor.

Court’s reasoning and overall outcome
Stepping back, the Court held that the clients had lawfully exercised their right to unilaterally terminate the service contract under article 2125 C.C.Q. and Section 12 of the agreement. However, because they failed to adduce preponderant evidence that the $5,100 already paid exceeded the value of services rendered by LMRT up to June 20, 2023, their claim for reimbursement of $4,300 was dismissed. On the counterclaim, the Court found that LMRT had not proven that it was owed the remaining $2,900 of the fixed price or any additional sums. Its bare assertion that 90% of the work had been completed, unaccompanied by credible, detailed evidence of the work performed, was insufficient. The attempt to recover instalments purely by reference to a payment schedule was incompatible with the statutory termination regime, the alleged harassment claim was brought by the wrong party, and the demand for compensation for time spent on litigation or unpleaded post-termination work lacked both legal foundation and evidentiary support. The judge characterized the counterclaim as tantamount to a reprisal or retaliatory response to the clients’ action, admonished LMRT for its procedural conduct, and warned that similar behavior in future cases might trigger an abuse-of-process analysis under Article 51 C.C.P. In the result, the Court of Québec dismissed both the clients’ main claim and LMRT’s counterclaim. Nonetheless, to mark its disapproval of LMRT’s procedural conduct and the nature of its counterclaim, the Court ordered LMRT to pay the clients’ legal costs fixed at $115. In practical terms, while neither side obtained damages or reimbursement of fees, the plaintiffs/cross-defendants emerged as the successful party for purposes of costs, with a total monetary award of $115 ordered in their favour.