Executive Summary: Key Legal and Evidentiary Issues

• Characterisation of the signed commercial credit application as a personal guarantee (cautionnement) by Sophie Larochelle for Go Hélico’s fuel debt.
• Evaluation of whether the wording, structure and layout of the one-page credit form clearly and expressly created a personal suretyship obligation.
• Consideration of surrounding facts, including email exchanges, pre-existing business relationship and trust between the parties, in assessing Larochelle’s true consent.
• Analysis of the assistant’s use of Larochelle’s electronic signature and whether principles of apparent mandate (mandat apparent) could establish liability despite an ambiguous form.
• Scrutiny of Harnois Énergies’ claim for contractual collection costs of up to 20% of the fuel debt and the sufficiency of evidence to prove such recovery expenses.
• Impact of Go Hélico’s insolvency and assignment of its property on the creditor’s attempt to shift recovery from the corporate debtor to an alleged personal guarantor.

Factual background

Harnois Énergies inc. is a petroleum products supplier, including aviation fuel. Go Hélico inc. is an aviation company offering helicopter services. In June 2021, Harnois Énergies was facing difficulties collecting outstanding invoices for fuel supplied to several companies within the Groupe Huot, a group of about 70 related companies operating in aviation, real estate and hospitality sectors, which included Go Hélico. At that time, Sophie Larochelle was a chartered professional accountant (CPA), vice-president of finance for Groupe Huot, and chief executive officer of another group company, Air Medic. She was not an officer or shareholder of Go Hélico itself. In the course of reconciling overdue accounts totalling more than $87,000, Harnois Énergies’ representative, Sylvio Rousseau, and Larochelle exchanged a series of emails. They identified billing errors and agreed that a particular invoice should have been issued to Go Hélico; Larochelle indicated it should be re-issued to that entity and that payment would follow promptly. At that point, Go Hélico had already purchased fuel from Harnois Énergies, but it did not yet have a formal credit account. Rousseau then asked that a commercial credit application be completed “to regularise” Go Hélico’s situation. Larochelle’s assistant, Jessica Touzin, completed and emailed back a one-page standard form titled “Formulaire d’ouverture de crédit commercial, Province de Québec” for Go Hélico, bearing Larochelle’s electronic signature. According to the evidence, the assistant was authorised to apply Larochelle’s electronic signature where no personal obligation for Larochelle was involved. The relationship of trust between Rousseau and Larochelle, and the practical need to tidy up the accounts for Groupe Huot companies, formed the context in which the form was signed and returned.

Procedural posture and nature of the claim

Subsequently, Go Hélico became insolvent and made an assignment of its property under the Bankruptcy and Insolvency Act, and an order to stay proceedings against it was issued. With the corporate debtor in insolvency, Harnois Énergies turned to the commercial credit form signed in June 2021 and commenced an action in the Civil Division of the Court of Québec against Larochelle personally. Harnois Énergies claimed $47,367.25 for unpaid fuel supplied to Go Hélico, plus contractual interest at 18% per annum from 14 December 2023 and collection costs of up to 20% of the amount due. The claim was framed on the basis that, by signing the form, Larochelle had agreed to act as personal surety (caution) for Go Hélico’s obligations. Larochelle did not dispute that the fuel debt itself was owed by Go Hélico in the amount claimed. However, she categorically denied having personally guaranteed that debt, challenged the existence of any clear personal suretyship, and further argued that it was abusive to claim both a high contractual interest rate and substantial recovery costs, particularly in the absence of proof of such costs.

Legal framework: burden of proof and suretyship

The Court began by reiterating the civil burden of proof under articles 2803 and 2804 of the Civil Code of Québec: a party must establish the facts or rights it alleges by a preponderance of evidence, meaning that the existence of those facts must be more probable than not. Mere possibility is insufficient, but absolute certainty is not required if the evidence is clear and convincing. Within that general evidentiary framework, the Court addressed the law of suretyship. Article 2333 C.c.Q. defines a suretyship as a contract by which a person, the surety, undertakes to the creditor to perform the debtor’s obligation if the debtor fails to do so. Under article 2335, a suretyship cannot be presumed; it must be express. Quebec law does not impose a sacramental form: there is no requirement for separate signature blocks or particular wording such as “surety” or “caution.” However, because personal commitment does not arise by presumption, there must be an unambiguous manifestation of intent to assume personal liability. Courts have emphasised that the clauses creating a personal guarantee must not be “buried” or obscured within a dense collection of contractual provisions; the contract must be drafted and structured so that its meaning can be readily understood by a signatory.

Arguments of the parties

Harnois Énergies argued that the commercial credit form was validly signed and that Larochelle’s electronic signature, applied by her assistant, bound her personally. It maintained that the wording of the form clearly created a personal and solidary obligation on Larochelle to guarantee Go Hélico’s debts, and that no particular formality was required to create such an obligation. The supplier suggested that, to the extent Larochelle had not read the document carefully or had allowed her assistant to sign in circumstances where personal liability arose, any mistake on her part was inexcusable given her professional training as a CPA and senior executive. It also invoked the concept of apparent mandate, contending that Harnois Énergies was entitled to rely on the assistant’s transmission of the signed form without later being confronted with internal limitations on her authority. Larochelle, for her part, insisted that she had never accepted any personal suretyship for Go Hélico’s debts and had never discussed such a guarantee with Rousseau, whether by email or verbally. She noted the physical separation between her office in Montréal and her assistant in Québec City, and explained that she routinely received between 300 and 350 emails per day. She relied not on a vice of consent in the technical sense (she did not seek nullity of the form), but on the lack of clear and unequivocal language establishing that she, personally, was undertaking a suretyship. In her view, the structure and drafting of the form would mislead any signatory.

Analysis of the credit form and policy-style clauses

The Court closely analysed the layout and content of the single-page credit application, which functioned much like a set of policy terms governing the granting of commercial credit. The form contained five major headings printed in white text within black bands: “Renseignements généraux”, “Renseignements sur l’entreprise”, “Renseignements bancaires/fournisseurs”, “Conditions régissant l’ouverture de crédit” and, finally, “Signature de la personne ou du représentant dûment autorisé tel qu’il le déclare”. None of these principal headings explicitly announced that a personal guarantee or suretyship would be created by the signatory. Under the fourth main heading, “Conditions régissant l’ouverture de crédit”, the form contained ten numbered sub-paragraphs. The first nine clauses addressed topics such as authorisation, the duration and termination of credit, default, and other conditions. One of these clauses had the sub-heading “cautionnement”, but it dealt not with a personal guarantee by the signatory, but with how a caution already in place could end and the impact of such termination on the credit facility. In contrast, the actual language imposing a personal and solidary obligation on the signatory appeared in the tenth and last sub-paragraph under that heading, which had no sub-title at all. The Court considered this placement particularly problematic. The tenth clause, in smaller font, appeared just above the fifth main heading, which again was printed in white text on black background and referred only to the “signature of the person or duly authorised representative.” Directly under that final heading, two more lines of smaller-font text reiterated a personal guarantee obligation. Thus, the personal guarantee wording appeared in two different areas: one clause at the end of the conditions section and two lines under the signature heading, both in smaller type. None of these were highlighted by a distinctive or explicit heading announcing that a personal suretyship was being granted. For the judge, this structure effectively “buried” the core personal guarantee clause within the document. The most visually prominent elements—the black-band headings—never mentioned a personal guarantee, while the actual suretyship wording appeared in smaller font and without a clear title. The Court noted that a more straightforward design, such as a dedicated heading clearly referring to “personal guarantee” and separate signature lines distinguishing corporate capacity from personal capacity, would have made the personal engagement unmistakable. In the circumstances, however, the form’s drafting and typography led to ambiguity rather than clarity.

Contextual factors and course of dealing

The Court placed significant weight on the broader factual context. Rousseau had approached Larochelle not to obtain a new guarantor, but to “regularise” existing accounts and fix misallocated bills within Groupe Huot. Both parties agreed that Go Hélico was already purchasing fuel before the form was signed, and there was no evidence that Harnois Énergies ever undertook the kind of credit investigation its witnesses said ordinarily follows completion of such an application. No one at Harnois Énergies informed Larochelle, after receiving the form, that Go Hélico’s credit application had been approved or that she was now personally bound. These facts supported Rousseau’s own characterisation of the form as a mere administrative regularisation of Go Hélico’s file. The pre-existing relationship of trust between Rousseau and Larochelle also coloured the Court’s assessment. Rousseau expressly used reassuring language in his email, asking for the form to regularise Go Hélico’s situation, which gave Larochelle comfort that she was dealing with a routine administrative request in support of the group’s operations rather than assuming a personal financial burden. Neither in writing nor orally did Rousseau ever raise the issue of a personal guarantee, even though that would have been a significant and unusual step for a group executive who was neither shareholder nor officer of the specific debtor company. Finally, the form contained no personal information about Larochelle—no home address, no personal banking details or other identifiers that would typically be expected if an individual were binding herself as surety. She also had no ownership or management role in Go Hélico itself. All of these contextual elements reinforced the Court’s view that it was not more probable than not that Larochelle had clearly and voluntarily consented to a personal guarantee.

Apparent mandate and the assistant’s role

Harnois Énergies attempted to rely on the doctrine of apparent mandate (mandat apparent) under article 2163 C.c.Q., arguing that the assistant’s act of sending back the electronically signed form, combined with Larochelle’s failure to complain that the assistant had exceeded her authority, should render Larochelle personally bound. The Court accepted that there might be an issue of apparent mandate as regards the assistant’s authority to sign and transmit the form on Larochelle’s behalf. However, it held that this did not cure the fundamental problem: the underlying document, properly interpreted, did not unambiguously create a personal suretyship. Apparent mandate addresses whether an agent’s acts can bind a principal; it does not alter the substantive content of the contractual obligations themselves. Since the Court concluded that the form, in context, failed to establish an express personal guarantee, the doctrine of apparent mandate could not be used to manufacture such an obligation out of an ambiguous and poorly structured clause.

Findings on liability and treatment of recovery costs

The Court ultimately found that Harnois Énergies had not met its burden, on a balance of probabilities, of proving a clear and unequivocal personal commitment by Larochelle to guarantee Go Hélico’s debts. The fact that Larochelle was a sophisticated professional and that any mistake in delegating her signature might be inexcusable for purposes of vitiated consent did not change the outcome, because she had not even asked for the form to be annulled on that basis. Instead, the core issue was contractual interpretation: whether the document, viewed as a whole and in its factual context, sufficiently expressed a personal suretyship. The Court answered that question in the negative. In light of this finding, it was unnecessary to address in detail two remaining questions: whether Harnois Énergies was entitled to collection fees equal to up to 20% of the debt, and what precise amount Larochelle would be liable to pay if she were indeed a surety. However, the judge made an important obiter comment on the recovery cost provision. Although the form contained a clause purporting to allow the creditor to claim such fees, Harnois Énergies had adduced no evidence quantifying the actual recovery costs incurred. The Court indicated that, even if Larochelle had been found liable as surety, those collection fees would not have been awarded on the record before it.

Ruling and outcome

The Court of Québec dismissed the action against Sophie Larochelle. It held that, notwithstanding the presence of personal guarantee language within the commercial credit application, that wording was effectively “buried” within the document and not highlighted in a way that would clearly inform a signatory that she was assuming personal liability for the company’s debts. The overall layout, absence of explicit headings, lack of personal information, and surrounding factual circumstances—including the manner in which Harnois Énergies framed the request to “regularise” Go Hélico’s account and failed to follow usual credit-approval steps—meant that the creditor had not proven a clear, express suretyship as required by Quebec law. The claim for recovery costs up to 20% of the debt was also rejected in principle because no evidence of actual collection expenses had been provided. The Court therefore ordered that the action be rejected, with costs in favour of Larochelle. The successful party is Sophie Larochelle, and the judgment grants her legal costs according to the court tariff.