Executive Summary: Key Legal and Evidentiary Issues

• Enforceability, scope and reasonableness of non-competition and non-solicitation clauses in the employee’s 2021 employment contract under arts. 2088–2089 C.c.Q.
• Characterization of Revenu Québec and CNESST as “Clients” within the contractual definitions, and whether the contemplated permanent role at Revenu Québec falls within the defined “Activités” and “Territoire”.
• Evidence that the employee resigned specifically to take up a similar role at a key client, creating a direct competitive relationship in breach of contractual obligations.
• Assessment of serious or irreparable harm to Edgenda’s goodwill, client relationships, and business model arising from loss of mandates and client loyalty.
• Application of the injunction criteria (appearance of right, irreparable harm, balance of convenience and urgency) to justify a provisional interlocutory injunction.
• Judicial exercise of discretion concerning provisional relief, immediate enforceability, and dispensation from posting security for costs.

Background and employment relationship

Edgenda Conseil inc. is a consulting firm that provides organizational transformation, learning solutions, business strategy, change management, technological innovation and customized training services to a mix of public and private clients. Its business model is based on assigning individual consultants to specific client mandates for fixed periods, during which consultants become deeply integrated into the client’s teams and operations. This integration is central to Edgenda’s value proposition but also creates a structural risk that either a client will hire the consultant away or the consultant will agree to work directly for the client, bypassing Edgenda. To protect its goodwill and client base, Edgenda requires its employees to accept contractual non-competition and non-solicitation obligations in addition to their statutory duty of loyalty under the Civil Code of Québec.

On 28 November 2021, Alina Demushkina entered into an employment contract with Edgenda (via its related entity, later reorganized), which contained detailed clauses on non-competition and non-solicitation. In practice, she worked almost exclusively on mandates for two public-sector clients: Revenu Québec (RQ) and the CNESST. For RQ, she operated under an on-demand standing contract for consulting services in organizational performance management, filling the role of an embedded performance management advisor within the client’s structure.

Contractual restrictive covenants and key definitions

The employment contract included a specific non-competition clause (article 8) and a non-solicitation of clients clause (article 9). Both applied during employment and for 12 months following the end of employment. Article 8 prohibited the employee, among other things, from providing services to, being employed by, or holding a stake in any enterprise directly or indirectly in competition with Edgenda’s activities within the defined territory. There was a limited exception for small, passive portfolio holdings in publicly traded competitors.

Article 9 dealt with non-solicitation of clients and related competitive conduct. It provided that, during employment and for 12 months after termination, the employee must not, for herself or for others, solicit a client of the company, persuade a client to alter or cease its relationship with the company, or do business with a client (or help a third party do so) in competition with Edgenda’s activities in the territory. The clause is drafted broadly, aiming to prevent any form of competitive diversion of client relationships during and after the employment relationship.

These obligations were anchored in defined terms. “Activités” was defined as Edgenda’s business as it existed at the time of contract and throughout employment, expressly including organizational transformation, learning solutions, business strategy, change management, technological innovation and customized training. “Client” was defined as any person or entity that had used the company’s products or services in the 18 months preceding termination and with whom the employee had contact, or any person solicited by the employee on the company’s behalf. This definition squarely encompassed RQ and CNESST, as they were the only clients for which Ms. Demushkina delivered mandates. “Territoire” was defined as the greater Québec/Montréal/Ottawa region plus a 50-kilometre radius around the nearest business place to the employee’s residence, which included the address of RQ’s relevant establishment in Québec City.

Events leading to the dispute

In 2025, Ms. Demushkina was fully integrated as a performance management consultant within Revenu Québec under a specific intervention request scheduled to run until 31 March 2026. However, on 5 December 2025, Edgenda learned from RQ that this mandate would end prematurely on 23 December 2025, three months earlier than planned, without any explanation. Shortly thereafter, on 11 December 2025, RQ issued a new intervention request for a performance management consultant for the period of 19 January to 30 June 2026. Edgenda promptly proposed Ms. Demushkina’s candidacy anew and arranged for an interview between her and RQ.

This process was interrupted when, on 15 December 2025, Ms. Demushkina unexpectedly tendered her resignation, indicating her last day would be 2 January 2026. Her decision prevented the scheduled interview from going forward and, because of the timing, left Edgenda with no realistic opportunity to propose another consultant. The new mandate was ultimately awarded by RQ to a competing firm, directly impacting Edgenda’s business.

On 16 December 2025, Edgenda learned that the real purpose of the resignation was to enable Ms. Demushkina to accept a permanent job at Revenu Québec. The next day, Edgenda’s vice-president and HR director met with her. During that meeting, she confirmed that she had resigned in order to accept a permanent position at RQ, in which she would act as a change management advisor responsible for implementing a culture of continuous evaluation—functions that closely mirrored her prior consulting work for RQ through Edgenda. She also indicated she would be joining the team of RQ’s senior director responsible for strategy, planning and performance, who was also the internal owner of the on-demand consulting contract.

There was a clash in narratives regarding who had initiated the move. Ms. Demushkina asserted she had not solicited RQ, whereas information from RQ’s contracting division suggested that she had actively applied for an internal position as part of an ongoing staffing process that had been in place since September 2025. She also confirmed she had not yet signed a formal offer or employment contract with RQ, even though the process was clearly underway.

Employer’s response and pre-litigation steps

Edgenda reacted quickly once it understood the link between the resignation and the prospective RQ employment. Early on 17 December 2025, Edgenda’s vice-president wrote to Ms. Demushkina advising that the company could not accept her resignation in the circumstances, given that her contract barred her from working for RQ in competition with Edgenda’s activities. He also indicated a willingness to discuss a continuing future within Edgenda. A meeting the same day reiterated Edgenda’s position that it considered her planned move incompatible with her non-competition and non-solicitation obligations and that she would receive a formal letter from the company’s lawyers.

On 22 December 2025, Edgenda’s counsel sent a demand letter to Ms. Demushkina, reminding her of her contractual and legal obligations and explicitly requesting that she either refrain from starting or immediately cease any employment or service relationship with Revenu Québec. The letter asked for a written undertaking by 26 December 2025, which was not provided. Edgenda’s lawyers also wrote to Revenu Québec the same day to warn it against participating in any breach of the employee’s obligations. On 23 December 2025, RQ confirmed internally that the matter had been referred to its legal department and that no final decision had yet been made on the employment offer.

By the time Edgenda launched court proceedings, neither Ms. Demushkina nor Revenu Québec had agreed to abandon their prospective relationship. The employer therefore turned to the Superior Court seeking provisional interlocutory relief to preserve its contractual rights pending a fuller determination.

Legal framework for provisional interlocutory injunctions

The Court began by situating Edgenda’s application within the broader framework governing injunctions under the Code of Civil Procedure. An interlocutory injunction is a protective measure designed to preserve the subject matter of the dispute so that an effective remedy remains available when the case is finally decided. The Code allows an interlocutory injunction to be sought even before the main originating application is filed, and, in urgent cases, it authorizes the Court to grant provisional relief for up to 10 days, even prior to service on the other party.

To decide whether to issue provisional interlocutory relief, the Court examined the classic cumulative criteria: (1) appearance of right or serious issue to be tried, a relatively low threshold requiring only that the claim not be frivolous or vexatious; (2) serious or irreparable harm, usually understood as harm that cannot easily be compensated in money; and (3) balance of convenience, which compares the harm to each party if the injunction is granted or refused. At the provisional stage, the applicant must also show urgency, and the judge retains a broad discretion, rooted in equitable principles, to grant or withhold the remedy even if the technical criteria appear satisfied. The Court emphasized that a provisional injunction remains an exceptional remedy to be granted with prudence and only when a real, immediate urgency and a serious appearance of right coexist.

Application of the legal test to the employment and client-poaching context

Turning to the contract, the judge found that the non-solicitation and non-competition clauses were, on their face, tailored to protect Edgenda’s legitimate interests and were limited in time, territory and type of work in a way consistent with article 2089 C.c.Q. The “Client” definition clearly captured Revenu Québec and CNESST; and the contemplated permanent role at RQ was in the same functional sphere—change management, performance and organizational culture—as Edgenda’s consulting activities. The proposed employment therefore fell directly within the contract’s concept of competitive “Activités” in the defined “Territoire.”

Given this alignment, the Court concluded that Edgenda had demonstrated a clear prima facie right to have the non-competition and related obligations respected. At this preliminary stage, the judge accepted that the restrictive covenants appeared reasonable for protecting Edgenda’s business model, while preserving Ms. Demushkina’s right to later challenge their ultimate validity at a hearing on the merits.

On irreparable harm, the Court noted that Edgenda’s commercial strategy depends heavily on deep, long-term integration of its consultants within client organizations, which fosters trust and continuity of mandates. If consultants could resign to join key clients in similar roles, Edgenda risked losing not only individual contracts but also the stability and reputation that underpin its goodwill. Loss of client relationships and opportunities stemming from a breach of a non-competition undertaking was characterized as a serious and irreparable harm, not adequately compensable by damages alone, particularly where future business opportunities and the integrity of a business model are at stake.

The Court also considered Edgenda’s prompt reaction after discovering the purpose of the resignation, and the continued willingness of both RQ and the employee to move forward with their potential employment relationship, as supporting the conclusion that urgent intervention was necessary to prevent further erosion of Edgenda’s position.

Balance of convenience and discretionary considerations

In weighing the balance of inconvenience, the Court contrasted the harms that each party would face. On Edgenda’s side, allowing the move to proceed risked undermining a key client relationship and the credibility of its contractual protections, potentially encouraging similar departures and damaging its long-term business model. On the employee’s side, the judge observed that she had not yet received a formal written offer from Revenu Québec and that she remained free, in principle, either to continue working for Edgenda or to seek alternative employment with other organizations, provided she respected her contractual obligations and avoided RQ and CNESST during the restricted period.

This analysis led the Court to find that the balance of convenience favored maintaining the status quo by preventing the immediate formation of a competing relationship between Ms. Demushkina and Revenu Québec. It further justified ordering provisional execution of the judgment notwithstanding any appeal, so that the protective effect of the injunction would not be undermined by appellate delays. The judge also exercised discretion to dispense Edgenda from posting security for costs, noting that it had been compelled to commence proceedings to secure specific performance of its employment contract and that nothing on the record suggested abusive litigation conduct.

The Court took into account that neither Ms. Demushkina nor Revenu Québec appeared to oppose the application at the provisional stage and that the employee did not attend despite proper service of the proceedings. Nonetheless, the judge remained mindful that the order was temporary and should not prejudge the ultimate merits of the dispute.

Outcome and practical effect of the decision

In its operative conclusions, the Superior Court granted Edgenda Conseil inc.’s application for a provisional interlocutory injunction. For a period of 10 days from the date of the judgment, the Court ordered Ms. Demushkina to cease or refrain from any employment or service relationship with Revenu Québec that competes with Edgenda’s activities as defined in her 28 November 2021 employment contract. The order allowed service by email and outside normal hours, dispensed Edgenda from providing security and directed that certain exhibits be filed under confidential seal. The Court left judicial costs to be determined later, “selon l’issue au fond,” meaning that no final ruling on costs or any monetary relief was made at this provisional stage.

As a result, Edgenda is the successful party in this decision, having obtained the interim injunctive relief it sought against its former employee. However, the judgment does not award any quantified damages, compensation or specific amount of legal costs in Edgenda’s favor; the total monetary award and costs remain undetermined and will depend on the final disposition of the case on the merits.