Executive Summary: Key Legal and Evidentiary Issues

• Central dispute over whether a 2020 commercial lease containing an option to purchase was validly rescinded and replaced by a new lease with no purchase option.
• Credibility and consistency of testimony (particularly between Fatah Mékidèche, Sami Hajjar, and François Boyer) were pivotal in determining if the parties consented to terminate the 2020 lease.
• Email and text message exchanges, together with conduct after March 2022, were treated as decisive objective evidence confirming agreement to remove the purchase option.
• The legal effect of unsigned documents (entente de résiliation and new lease) was assessed in light of the parties’ concordant intentions and subsequent behavior, despite a written “no amendment except in writing” clause.
• Application of the civil law rules on resiliation by mutual consent and the requirements for an action in passation de titre drove the dismissal of the claim for transfer of title.
• Claims for damages and procedural sanctions were treated as accessory to the main action and were rejected once the existence of a binding purchase option was disproved.

Facts of the case

Aliments Sara (9311-3652 Québec inc.), a wholesale food distributor led by Fatah Mékidèche, leased four commercial condominium units in an industrial building in Laval owned largely by Plan A (9255-3320 Québec inc.), a real estate development company headed by Sami Hajjar. The initial commercial lease, referred to as the 2020 Lease (Bail de 2020), was signed on 3 August 2020 for a five-year term and contained an option to purchase the leased property valid until 14 April 2024. Farouk Mékidèche and Ali Abbas, alongside Fatah, were then administrators of Aliments Sara, and all three personally guaranteed Aliments Sara’s obligations under the 2020 Lease, with Farouk’s solvency and credibility being especially important to Plan A in agreeing to a lease that included a purchase option.
In December 2021, Farouk informed Plan A that he was stepping down as an administrator of Aliments Sara and asked to be released from his personal guarantee. This triggered negotiations between the parties about how to adjust the contractual structure going forward. Plan A’s position, as later accepted by the Court on the evidence, was that Hajjar would only agree to release Farouk from his guarantee if the 2020 Lease was formally rescinded and replaced by a new lease without any option to purchase. Aliments Sara, through Fatah, later contended that no such agreement to remove the option was ever given and that the original option remained in force.

Negotiations to rescind the 2020 lease and remove the option to purchase

The evidence showed a series of communications in early 2022 that the Court considered critical. On 10 February 2022, an internal email from a Plan A employee to Boyer recorded that Hajjar initially refused to remove Farouk from the lease. Shortly thereafter that same day, Boyer responded with a list of documents needed: a document annulling the first lease to be signed by all three signatories, and a new lease removing the purchase option (clause 18), with only Fatah and Ali Abbas as signatories. This was followed on 24 March 2022 by Boyer emailing Farouk an "Entente de résiliation de bail commercial" via Docusign, describing it as the document that would terminate Farouk’s participation under the existing lease once all parties signed at a scheduled meeting with Fatah and Abbas.
The Court inferred from this sequence that Plan A’s internal decision was to release Farouk only in exchange for rescission of the 2020 Lease and removal of the purchase option. It further accepted the testimony that Fatah and Hajjar spoke by phone on 23 March 2022, at which time Fatah confirmed that Aliments Sara would no longer benefit from an option to purchase. From that point, the focus of discussions shifted to compensation claimed by Fatah for delayed occupancy and to the length and conditions of the new lease term, not to the existence of a purchase option.

The March 30, 2022 meeting and unsigned documentation

A key factual dispute concerned what occurred at the 30 March 2022 meeting involving Hajjar, Boyer, and Fatah. Plan A’s witnesses testified that the meeting was convened to sign the lease rescission agreement and the new lease (substantially identical to the 2020 Lease except that it removed the purchase option and Farouk’s guarantee), and to negotiate financial compensation for delayed occupancy. On their version, the purchase option was not debated because the parties already agreed to its withdrawal, while the real sticking points were the quantum of compensation and Fatah’s request for a five-year renewal at the same rent. Fatah allegedly left with the new lease to have it signed by Abbas, who had not attended.
Fatah’s version differed significantly; he claimed that he discovered at the meeting that the revised lease no longer contained the purchase option, took issue with this change, and left, telling Abbas by phone not to come. The Court ultimately preferred the Plan A version on several grounds, including the objective documentary trail, the earlier discussions about freeing Farouk from his obligations, and the absence of any contemporaneous protest by Fatah specifically about the option’s removal in the following months. The judge considered it far more plausible that Fatah refused to sign not because the option had been withdrawn, but because he had not obtained the compensation and lease-extension terms he wanted.
Although neither the rescission agreement nor the new lease were signed by all parties, the Court held that this absence of formal execution did not prevent a binding resiliation of the 2020 Lease. The parties’ mutual intent to rescind, manifested in their communications, conduct, and partial signing (Farouk did sign the rescission agreement), was treated as sufficient to establish consensual termination in March 2022.

Subsequent conduct and its evidentiary significance

Events after June 2022 reinforced the Court’s conclusion that the 2020 Lease had been rescinded and that any lease relation thereafter was no longer governed by its original terms, including the option to purchase. By early June 2022, Aliments Sara had fallen behind in rent, leading Plan A to send a formal demand on 6 June 2022 and, when full payment was not made, an aviso of lease termination on 16 June 2022 under clause 14.2 of the 2020 Lease for unpaid rent. Although Fatah later sent a cheque to cover the remaining arrears, Hajjar instructed that it not be cashed immediately due to concern about waiving the previously exercised right of termination.
In the months that followed, Fatah communicated with Plan A largely about compensation for delayed occupancy and the desired extension or renewal of the lease, not about reinstating or insisting upon a purchase option. When the parties met again on 16 November 2022, their accounts again conflicted: Fatah said Hajjar tried to persuade him to renounce the option to purchase and offered a monetary settlement; Hajjar said the meeting focused on agreeing to a compensation figure (settled at $45,000 by way of credit against future rent), renegotiating renewal terms later at favorable conditions, and Hajjar’s renunciation of the June 2022 lease termination.
The Court accepted Hajjar’s version, emphasizing that it was implausible he would voluntarily renounce the earlier lease termination and accept a financial compromise if he understood that Aliments Sara still claimed to have a surviving option to purchase. This would have exposed Plan A to a significant ongoing risk; his willingness to regularize the tenancy was consistent only with a shared understanding that the purchase option was no longer in play. The Court also highlighted that Fatah did not clearly assert reliance on the option during this meeting or in the immediate aftermath, which undercut his later litigation stance.

Legal framework: option to purchase and passation de titre

Legally, Aliments Sara’s main claim was an action in passation de titre, whereby it asked the Court to compel Plan A to transfer ownership of the leased property in execution of the purchase option, and to award compensatory damages. To succeed in a passation de titre claim, the plaintiff had to establish, among other conditions: the existence of a bilateral promise of sale binding the parties; that a formal demand to pass title was made; that a draft deed of sale consistent with the promise was presented; that the price under the promise was offered and consigned; and that the action was taken within a reasonable time. The Court focused primarily on the first condition—the existence of an enforceable bilateral promise of sale—which in this context depended on whether the original lease with its purchase option remained operative.
From a contractual perspective, the Court applied Québec civil law principles allowing parties to rescind a contract by mutual consent (art. 1439 C.c.Q.), even where the contract contains a formality clause stating that amendments must be in writing and signed (clause 1.5 of the 2020 Lease). The judge reasoned that where there has been a clear and explicit meeting of the minds to terminate a contract and replace it with a different arrangement, that consensual resiliation and the parties’ subsequent conduct can override the formal requirement of written, signed amendments. The decision also noted that the parties’ business relationship was characterized by informal practices in other respects (for example, deviations in the actual occupation date and early rent arrangements), further supporting a flexible approach to strict formalities.
On the evidentiary plane, the Court gave substantial weight to contemporaneous emails and text messages, the signed rescission by Farouk, the draft new lease removing clause 18 (the purchase option), and the pattern of negotiations that never again treated the option as a live term after March 2022. Testimonial credibility assessments, particularly the preference for the evidence of Hajjar and Boyer over that of Fatah, were crucial in establishing that Aliments Sara knowingly accepted the rescission and the loss of the option.

Disposition of the passation de titre claim and damages

Having found that the 2020 Lease, including its purchase option, was rescinded by agreement in March 2022, the Court concluded that Aliments Sara no longer held any option to purchase the property when it purported to exercise that option in September 2023. The very first prerequisite for an action in passation de titre—the existence of a current, binding bilateral promise of sale—was therefore not met. On that basis alone, the Court held that Aliments Sara’s claim for transfer of title had to fail and did not need to analyze in depth whether the remaining technical conditions of passation de titre were satisfied, although it observed that Aliments Sara itself acknowledged it could not presently close a sale and was instead asking the Court to retain jurisdiction to order measures to make a future passation possible, a degree of flexibility the Court considered excessive.
Because the primary claim for specific performance failed, the related claim for damages also collapsed. Aliments Sara had sought: reimbursement of rent paid to Plan A since the filing of the passation de titre proceedings; repayment of the security deposit applicable to the last two months’ rent; and compensation for costs imposed by the Business Development Bank of Canada (BDC). The Court treated these monetary claims as accessory to the main passation de titre action and therefore subject to the same ultimate outcome. Additionally, it found no proof of any serious procedural misconduct by Plan A in the conduct of the litigation that might justify a special monetary order under article 342 of the Code of Civil Procedure.
In the result, the Superior Court dismissed Aliments Sara’s originating application in its entirety, both as to the request for transfer of title and as to damages, and ordered costs in favor of Plan A. The judgment does not fix a specific dollar amount for either damages (none were awarded) or costs (which remain to be taxed or assessed according to the usual procedural rules), so the exact monetary sum ultimately payable to the successful party cannot be determined from this decision alone.