Executive Summary: Key Legal and Evidentiary Issues

• Enforceability of a five-year non-competition and non-solicitation clause in a shareholders’ agreement (Convention 2018, art. 43) in a commercial, not employment, context
• Characterisation of the clause as a commercial restrictive covenant (linked to shareholding and corporate control) rather than an employment non-compete, affecting the legal test applied
• Assessment of criteria for a provisional interlocutory injunction: urgency, appearance of right, serious or irreparable harm, and balance of convenience under art. 511 C.p.c.
• Evaluation of whether employment with a direct competitor outside, but adjacent to, the defined territory still breaches a clause tied to a competitor “having activities” in the protected territory
• Insufficient proof of active client or employee solicitation and misuse of confidential information, leading to refusal of injunction on non-solicitation and confidentiality grounds
• Weighing the defendant’s ability to earn a living (including alternative employment options and proceeds of a $2.5M share buyout) against the plaintiffs’ interest in enforcing negotiated restrictive covenants

Factual background and parties

This case arises from an application by Sollio Groupe Coopératif and its wholly owned subsidiary Agrocentre Farnham Inc. for provisional, interlocutory and permanent injunctions against their former executive, Jean-François Lemoine, and his new prospective employer, Synagri S.E.C. The dispute centres on the alleged breach of non-competition and non-solicitation obligations found in a 2018 shareholders’ agreement (the “Convention 2018”) relating to Agrocentre Farnham Inc.
Sollio Groupe Coopératif is an agricultural cooperative active in supplying agricultural inputs and services, as well as in the transformation and marketing of agricultural products. It holds interests in a network of five Agrocentre companies, including Agrocentre Farnham Inc., operating under a shared Agrocentre brand and business model based on joint ownership with strong local partners embedded in the serviced regions. Agrocentre Farnham Inc. operates in the business of chemical fertilizers, blended fertilizers and other agricultural chemical products, within a specifically defined territory described in detail in the decision (the “Territoire visé”), which covers a delineated area in Quebec bounded by the Richelieu River, Route 112, Granby, Waterloo, Knowlton and the United States border.
Jean-François Lemoine worked for Agrocentre from 2006 until 31 July 2025. Over nearly two decades he progressed from agronomy adviser to sales director, vice-president and, as of January 2025, president and CEO. For most of his employment he reported to his father, who was then Agrocentre’s general manager, and both father and son held their ownership in Agrocentre through 126 913 Canada Inc. Until a corporate reorganisation in 2025, this company was one of the shareholder vehicles in Agrocentre.
Synagri S.E.C. is a business specialising in the retail sale of agricultural products and services. It operates across Quebec, in parts of Ontario and in the northern United States. Within the Territoire visé, Synagri is recognised as a direct competitor of Agrocentre, offering similar products and services. The case turns on whether Mr. Lemoine can lawfully work for Synagri in light of his non-competition and non-solicitation undertakings.

Shareholding changes and the 2018 shareholders’ agreement

Mr. Lemoine became an indirect shareholder in Agrocentre in 2011 through Canada Inc., at which time a first shareholders’ agreement (the “Convention 2011”) was executed. That agreement contained non-competition and non-solicitation undertakings binding Canada Inc. as shareholder.
In 2018, following a change in Agrocentre’s shareholding, a new shareholders’ agreement (the “Convention 2018”) was signed. This agreement again contained non-competition and non-solicitation provisions, but with a crucial structural difference: the obligations now personally bound the natural persons who were ultimate holders of shares, including Mr. Lemoine personally and his holding company 9230-6836 Québec Inc. (Jean-François Inc.). By signing the Convention 2018, he personally undertook broad non-competition and non-solicitation obligations under article 43, which later served as the foundation for the injunction proceedings.
In early 2025, Agrocentre suspended Mr. Lemoine for investigative purposes on 12 February 2025 and terminated his employment for serious cause on 31 July 2025. After his dismissal, the parties entered into discussions to resolve all outstanding aspects of their relationship, including his shareholding, his role as chair of the board and his directorship, but these negotiations failed. A mediator was contemplated, yet before the mediation process advanced, Canada Inc. triggered the “shotgun” buy-sell mechanism provided in the Convention 2018. Following this process, Sollio ultimately acquired all the shares held by Canada Inc., with a share purchase agreement signed on 12 September 2025. As part of this transaction, Mr. Lemoine received approximately $2.5 million for the repurchase of the shares held through Canada Inc.

Events leading to the injunction request

After the share buyout, Mr. Lemoine began a job search. In a sworn declaration, he stated that he initially approached certain wholesalers of inputs and fertilizers in the agricultural sector. Nevertheless, he did not pursue these opportunities, explaining that they did not involve “field work” with farmers and were limited to a narrow set of activities.
According to his declaration, Synagri contacted him in October 2025 to discuss an employment opportunity. Negotiations followed, and the parties agreed that he would take up a position with Synagri, originally set to begin on 5 January 2026. Before that start date, on 27 November 2025, Synagri invited him to a Christmas event where he was introduced as a new employee. Some Agrocentre clients were also present at this event, which raised concerns for Sollio and Agrocentre when they learned of it.
In the autumn of 2025, Synagri had also approached some Agrocentre employees, contacting them via their mobile phones and instant messaging services. Although the record does not establish precisely when Agrocentre became aware of this, the combination of Synagri’s outreach to Agrocentre staff and the public presentation of Mr. Lemoine as a future Synagri employee contributed to the plaintiffs’ apprehension regarding competitive harm and possible solicitation.
On 9 December 2025, Sollio’s vice-president responsible for business solutions and the Agrocentre network received direct confirmation from Synagri’s general manager that Mr. Lemoine had been hired. In response, on 15 December 2025, the plaintiffs sent a demand letter to Mr. Lemoine and Synagri asserting that his employment with Synagri would breach the non-competition and non-solicitation provisions and calling upon them to refrain from proceeding. This intervention had a practical effect: given the Christmas period and to allow time for assessing the situation, Synagri and Mr. Lemoine agreed to postpone his start date indefinitely and undertook to give seven days’ prior notice to the plaintiffs before his employment commenced.
On 30 January 2026, Synagri’s counsel replied, taking the position that the plaintiffs’ interpretation of the non-competition clause was unfounded and announcing that Mr. Lemoine would begin employment on 9 February 2026. The plaintiffs, treating this as a clear signal that the alleged breaches would move forward, applied to the court coordinator on 5 February for a hearing date. The court fixed 11 February 2026 for the hearing, and the plaintiffs served their proceedings on 10 February 2026.

The non-competition and non-solicitation clause

Article 43 of the Convention 2018, reproduced in full as an annex to the judgment, is the central contractual provision in dispute. The clause binds specific individuals—Raymond, Jean-François (Mr. Lemoine), and Heather—and their related corporations. It operates for a period beginning on the date of signature and ending on the fifth anniversary of the later of two events: the date on which the person ceases to have any interest in Agrocentre’s shares (whether directly or through specified holding corporations) and the date on which the person ceases to be employed by, or to serve as director or officer of, Agrocentre or its subsidiaries.
The clause prohibits the bound persons, in the defined territory (Annex B, the Territoire visé), from directly or indirectly engaging in, being interested in, working for, lending their name to, guaranteeing, investing in or otherwise supporting any business whose activities, in whole or in part, relate to the manufacture, transformation, purchase, import, export, sale, distribution, storage, packaging, handling or use of various agricultural products including animal feed, livestock inputs, veterinary medicines, fertilizers, soil amendments, pesticides, insecticides, herbicides, fungicides, phytosanitary products and seeds. It likewise covers the provision of services related to those products. The wording is extensive and detailed, but the court finds it neither ambiguous nor incomprehensible.
In addition to the non-competition undertaking, article 43 also contains a non-solicitation component. During the applicable non-competition period, the named individuals and entities may not, alone or with third parties, directly or indirectly induce, entice or solicit any supplier or client of Agrocentre, in respect of products and services covered by the non-competition obligations, within the defined territory, or any employee of Agrocentre or its subsidiaries, to terminate their business or employment relationship with the company.
Important exceptions temper the scope of the non-competition clause. It does not prevent the individuals from working for Agrocentre or its subsidiaries, from engaging in their own farming operations and related handling and marketing of their own production, or from working as employees for businesses whose sole activity is wholesale (not retail to farmers) of fertilizers, pesticides, seeds and related products, as long as this does not coincide with employment or shareholding in Agrocentre. The parties expressly acknowledge that being bound by these restrictive provisions is an essential condition for Sollio (“Fédérée”) and Agrocentre, that the covenants will not prevent the individuals from earning a living, and that the restrictions are reasonable and necessary to protect the company’s legitimate interests. The clause also states that breach entitles the company and Sollio to seek an injunction, in addition to damages and any other remedies.

Legal framework for provisional interlocutory injunctions

The court emphasises that an injunction is an exceptional remedy granted in the discretion of the court, particularly at the provisional interlocutory stage where evidence is incomplete. Under article 511 of the Code of Civil Procedure, a provisional interlocutory injunction may be granted where the applicant appears to have a right and the measure is necessary to prevent serious or irreparable harm, or the creation of a factual or legal situation that would render a final judgment ineffective. At the provisional stage, urgency is an additional requirement.
The court summarises the four cumulative criteria: (1) urgency; (2) appearance of right or a serious question to be tried; (3) serious or irreparable harm or the creation of a situation undermining the effectiveness of the final judgment; and (4) balance of convenience or balance of inconveniences. These criteria are assessed globally and interactively: a stronger appearance of right may lessen the emphasis on harm and balance of convenience, while a weaker appearance of right demands closer scrutiny of the harm and the comparative inconveniences.

Urgency

On urgency, the court traces the chronology. Agrocentre learned at the end of November or early December 2025 of Mr. Lemoine’s presence at Synagri’s Christmas event, where he was presented as a new Synagri employee in front of clients, including some Agrocentre customers. Around October–November 2025, Synagri also contacted certain Agrocentre employees, though the exact date when Agrocentre became aware of this is not established. On 9 December, Sollio’s vice-president obtained direct confirmation that Synagri had hired Mr. Lemoine. A demand letter followed on 15 December 2025. This step successfully prompted Synagri and Mr. Lemoine to suspend the planned start date, effectively pausing the alleged breach of the clause.
The court notes that Synagri did not respond substantively until 30 January 2026, when it rejected the plaintiffs’ interpretation of the clause and announced that Mr. Lemoine would start on 9 February 2026. The plaintiffs acted quickly by requesting a hearing date on 5 February, obtaining a hearing set for 11 February, and serving their proceedings on 10 February. The judge concludes that, given these circumstances and the temporary suspension achieved by the demand letter, the plaintiffs acted diligently and that the urgency requirement is satisfied in a case involving alleged breach of restrictive covenants.

Appearance of right and nature of the non-competition clause

The core issue on appearance of right is whether article 43 should be treated as an employment-related non-competition clause subject to the specific constraints of article 2089 of the Civil Code of Québec, or as a commercial clause associated with the sale of a business interest and shareholder relationship, where courts are generally more deferential to negotiated restrictions. The defendant argues for the employment framework, emphasising that he signed while an employee and that the clause should be assessed under the protective employment standards applicable to non-competition covenants.
At this preliminary stage, the court finds that the clause arises in a commercial context. The clause is embedded in the Convention 2018, a shareholders’ agreement executed following a change in Agrocentre’s shareholding structure. It is directed at the companies holding shares and the natural persons who ultimately own those shares, protecting all signatories by mutually restricting their freedom to compete, including restricting Agrocentre’s own ability to compete in certain circumstances. While Mr. Lemoine was both shareholder and employee, the evidence at this stage does not support the conclusion that the clause was signed “in the course of” his employment in a manner that would clearly trigger article 2089 C.c.Q. The judge therefore applies the commercial restrictive covenant framework, leaving a fuller analysis for the trial judge once a complete evidentiary record is available.
The court then examines the traditional three elements for the validity of a non-competition clause—time, territory and scope of activities. In terms of duration, the restriction lasts five years from the later of the cessation of shareholding or of employment/directorship/officership. In a commercial context, the judge notes that a five-year duration has repeatedly been upheld as reasonable, and the defendant does not seriously contest that period as such. His argument is that, because the clause applies from signature and then runs five years from the triggering events, he faces nearly 13 years of restriction. The court rejects this interpretation, stating that it is normal that, while a person is actively involved as a shareholder and manager, they do not place themselves in competition with the company. The practical restrictive period is viewed as the five years following cessation of interest or engagement.
On territory, the prohibited zone is the Territoire visé defined in Annex B, which matches Agrocentre’s operating territory. The judge finds this reasonable and observes that neither the defendant nor Synagri meaningfully challenge the territorial definition; their dispute instead focuses on how the prohibited activities should be interpreted.
On activities, article 43 uses long, detailed enumerations of prohibited activities and covered products and services. Although complex, the court finds that these lists are not ambiguous or unintelligible. Interpreted in a straightforward manner, they prevent Mr. Lemoine, directly or through intermediaries, from working in or supporting an enterprise that is a competitor of Agrocentre and has activities in the defined territory. The defendant and Synagri argue that such an interpretation is overly broad and unreasonable, particularly because they fashioned a “custom” role for him at Synagri—“Gestionnaire de compte”—to manage relationships with major accounts and assigned him a territory that abuts but does not encroach upon the Territoire visé. They contend that this arrangement respects the clause because his physical responsibilities lie outside the protected territory.
The court acknowledges that they made efforts to design a position they believe compliant, but stresses that, at the provisional stage, it need not definitively interpret the clause. Its role is to determine whether the plaintiffs’ claim is frivolous or vexatious. Given Mr. Lemoine’s long service, status as shareholder and key officer, his deep involvement in the protected territory and the acknowledged fierce competition between Agrocentre and Synagri, there is a serious question whether the parties intended to bar him from working for any competitor that conducts activities in the Territoire visé, regardless of where he physically performs his duties. This constitutes a sufficient appearance of right to justify considering provisional injunctive relief in respect of the non-competition obligation.

Serious or irreparable harm

On harm, the court notes evidence that a longstanding Agrocentre client ceased doing business with Agrocentre in early February 2026, even before Mr. Lemoine officially began at Synagri, and is now working with a Synagri representative. The judge links this to the very type of harm a non-competition clause is designed to prevent: loss of clientele to a direct competitor.
The court reiterates established jurisprudence that loss of customers generally constitutes a harm that cannot be adequately compensated by money alone, because such damage is difficult to quantify. It also relies on authority confirming that an employer who has taken the trouble to negotiate and obtain restrictive covenants need not wait until clients are definitively lost before seeking relief; the purpose is preventative, to avoid irreversible erosion of a client base and competitive position. On this basis, the judge finds that the risk of serious or irreparable harm is sufficiently established in relation to the alleged breach of non-competition obligations.

Balance of convenience

Even though case law suggests that when a plaintiff seeks specific performance of a contractual obligation (such as strict compliance with a non-competition covenant), the balance of convenience may be given less weight, the judge nonetheless performs a brief analysis. The Convention 2018 undoubtedly affects Mr. Lemoine’s employment prospects, but it does not bar him from working in the agronomy field entirely. The contract explicitly allows him to work for wholesalers whose only activity is wholesale (and not retail to farmers) of fertilizers, pesticides, seeds and related products. Evidence shows that in September 2025 he contacted two such wholesalers and obtained interviews but chose not to pursue those opportunities, partly because the roles were limited and did not involve field work with producers.
The judge observes that Mr. Lemoine is capable of finding work and has substantial financial resources, having received $2.5 million from the buyout of Canada Inc.’s shares. In contrast, the plaintiffs seek only to enforce obligations he voluntarily assumed in a commercial context to protect Agrocentre’s and Sollio’s legitimate interests in the continuity and value of the business. On these facts, the court concludes that the balance of inconveniences tips in favour of the plaintiffs with respect to the non-competition covenant.

Non-solicitation and confidential information

The plaintiffs also sought injunctions relating to non-solicitation of clients and employees, and to protection of confidential information. On these points, the court finds that there is no sufficient appearance of right at the provisional stage.
Regarding non-solicitation, the evidence against Mr. Lemoine consists mainly of three elements: (1) a 23 September 2025 email to former clients; (2) his presence and presentation as a new Synagri employee at the 27 November 2025 Christmas event; and (3) Synagri’s recruitment of some Agrocentre employees in the autumn. The judge reviews the legal meaning of “solicitation” as involving active, direct, insistent, persistent and repeated communications aimed at inducing clients to move their business. The September email is characterised as largely informational; while he intimates he will contact clients in coming weeks, there is no proof he actually did so, and the court declines to extrapolate a campaign of solicitation. As for the Christmas event, the decision notes only that he was present with some Agrocentre clients; the non-solicitation clause does not amount to a general prohibition on all contact, and there is no direct evidence that he used the occasion to induce clients to transfer their business. Finally, while Synagri’s attempts to recruit Agrocentre employees are documented, there is no evidence that Mr. Lemoine instigated those efforts. The judge acknowledges that the timing and confluence of these events—especially the near-contemporaneous loss of a long-standing Agrocentre client—raise suspicions, but reiterates that suspicion alone does not establish an appearance of right.
On confidential information, the court finds no evidence that Mr. Lemoine holds or is using any of Agrocentre’s confidential data improperly. He was suspended in February 2025 and has not had access to Agrocentre’s systems or information since. Without proof of possession or misuse of confidential information, the court declines to grant provisional injunctive relief on this ground.

The court’s ruling and outcome

After weighing the evidence and applying the four criteria, the court concludes that the requirements for issuing a provisional interlocutory injunction are met with respect to the non-competition obligations in article 43 of the Convention 2018, but not with respect to non-solicitation or confidentiality. The judge therefore issues a provisional injunction, effective until 23 February 2026 at 16:30, ordering Mr. Lemoine to cease working for, providing services to, or performing tasks and representations, directly or indirectly, on behalf of Synagri S.E.C. The order simultaneously requires Synagri to stop employing or otherwise retaining his services, whether directly or indirectly. The plaintiffs are dispensed from posting security, the judgment is declared provisionally enforceable notwithstanding appeal, and the plaintiffs are authorised to serve any injunction order by any means, outside usual hours and on non-business days. Costs are ordered “frais à suivre,” meaning they will follow the event or be determined later, likely at the final hearing.
As a result, the successful parties at this provisional stage are Sollio Groupe Coopératif and Agrocentre Farnham Inc., who obtain temporary enforcement of the non-competition covenant against Mr. Lemoine and Synagri. There is, however, no monetary award of damages or quantified costs in this decision, and the total amount ordered in favour of the successful parties cannot be determined from this judgment because it only grants injunctive relief with costs reserved rather than awarding specific sums.