Executive Summary: Key Legal and Evidentiary Issues

• Jurisdiction of the Quebec Superior Court over a foreign parent company (Alexandria), based on alleged contractual fault and injury occurring in Quebec, was tested under article 3148(3) C.C.Q.
• Sufficiency of the plaintiffs’ pleadings to ground a viable cause of action in law against a foreign parent, including theories of direct contractual liability and lifting the corporate veil, was challenged under article 168(2) C.C.P.
• The evidentiary presumption that all well-pleaded facts in the originating application are taken as true at the preliminary exception stage framed the assessment of Alexandria’s declinatory and dismissal arguments.
• Plaintiffs relied on detailed factual allegations and discovery evidence to portray ARE-Canada as the alter ego of Alexandria, highlighting overlapping management, finance, legal functions and practical control over the Quebec property and leasing decisions.
• The record on alleged abuse of procedure, including the quantum of the $600 million claim and Alexandria’s refusal to be examined or file an affidavit, was found incomplete for purposes of an abuse finding under article 51 C.C.P.
• Alexandria’s preliminary attempts to terminate or narrow the lawsuit were rejected, with the court reserving only a limited right to re-argue abuse in relation to the amount claimed once expert evidence on damages is filed.

Facts of the case
The plaintiffs, 9510-8528 Québec Inc. and 9506-6213 Québec Inc., commenced an action in the Civil Division of the Quebec Superior Court seeking damages of $600,000,000 from ARE-Canada No. 5 Holdings, ULC (ARE-Canada) and its U.S. parent, Alexandria Real Estate Equities, Inc. The dispute centres on an alleged agreement for a commercial lease of premises located at 7300 Transcanada Highway in Pointe-Claire, Quebec, formerly occupied by Capcium Inc. The plaintiffs’ business plan involved acquiring Capcium’s assets, equipment and shares, and then continuing operations from the same facility. They maintain that they made it clear from the outset that they would not buy Capcium’s assets or shares unless and until an agreement was reached with the defendants for a lease of the premises. Following multiday negotiations in February 2024, the plaintiffs say a clear and unequivocal lease agreement for the premises was reached with representatives of the defendants. Relying on that understanding, they proceeded to acquire Capcium’s business and regulatory licences, positioning themselves to operate from the leased premises. The plaintiffs allege that, despite this agreement, the defendants refused to honour it, denied access to the leased premises, imposed unreasonable conditions, and thereby prevented the plaintiffs from operating the acquired business. Because comparable businesses in the sector are allegedly valued at roughly ten times EBITDA, they assert that the loss of the opportunity to operate from the premises deprived them of a business value they estimate at $600 million, to be particularised and supported by forensic accounting evidence.

Procedural background and parties’ positions
The litigation unfolded in stages. The original application filed on April 22, 2024 targeted only ARE-Canada, and was successively amended multiple times, ultimately expanding to roughly 150 paragraphs and 70 exhibits. ARE-Canada responded with a summary of grounds of defence, its own cross-application seeking $328,000 from the plaintiffs, and a forced intervention of the plaintiffs’ shareholders, Ian Quint and Richard Stern. Alexandria was added later, as a co-defendant, in December 2024. On March 14, 2025, Alexandria, represented by the same counsel as ARE-Canada, brought a multi-pronged application seeking: a declinatory exception for lack of jurisdiction under article 167 C.C.P.; dismissal on the basis that the claim against it was unfounded in law, under article 168(2) C.C.P.; and a dismissal for abuse of procedure under article 51 C.C.P. Four days later, the plaintiffs responded with their own application asking that Alexandria’s exceptions and abuse motion be dismissed. On the jurisdiction point, Alexandria emphasized that it is a Maryland-incorporated corporation headquartered in Pasadena, California, and argued that the originating application did not sufficiently engage the jurisdictional gateways in article 3148 C.C.Q. It maintained that the plaintiffs were dealing with ARE-Canada as a separate legal entity and that any alleged fault or breach was attributable only to the Canadian subsidiary. On the merits of the legal sufficiency of the claim, Alexandria invoked the fundamental principle of corporate separateness and insisted that the plaintiffs’ alter ego and corporate-veil-lifting theories under article 317 C.C.Q. were inadequately pleaded. On abuse, Alexandria described the proceeding as clearly unfounded and frivolous, also criticising the $600 million quantum as abusive and lacking factual or documentary foundation.

Key legal issues before the court
The court identified three principal issues. First, whether the Quebec Superior Court had jurisdiction over Alexandria under the private international law rules in article 3148 C.C.Q., as raised through a declinatory exception under article 167 C.C.P. This required assessing whether the plaintiffs’ allegations, assumed true at this stage, showed that a fault, injury, injurious act or contractual obligation connected to the dispute occurred or was to be performed in Quebec. Second, whether the claim against Alexandria was “unfounded in law even if the facts alleged are true” within the meaning of article 168(2) C.C.P. The court needed to decide if, assuming the truth of the factual allegations and attached exhibits, those allegations could ever support the conclusions sought, particularly as to Alexandria’s alleged role as co-lessor, contractual counterparty, or alter ego of ARE-Canada. Third, whether the action against Alexandria was abusive under article 51 C.C.P.—that is, whether it was frivolous, clearly unfounded, or constituted an improper use of the courts—such that it should be dismissed at a preliminary stage, including by reference to the very high amount of damages claimed and Alexandria’s arguments about tactical pressure associated with public disclosure of the lawsuit.

Court’s analysis and reasoning
On jurisdiction, the court began from the principle that, at the declinatory exception stage, the facts pleaded in the originating application are taken as true, and that article 3148 C.C.Q. must receive a broad and liberal interpretation to provide Quebec courts with a solid jurisdictional foundation. The plaintiffs alleged that Alexandria, acting through its representatives, agreed to conclude a lease for immovable property in Quebec, and that the ensuing breach of that agreement, as well as the resulting damages and loss of business opportunity, all crystallised in Quebec. Those allegations, in the court’s view, squarely engaged article 3148(3) C.C.Q., which confers jurisdiction in cases where a fault is committed in Quebec, an injury is suffered in Quebec, an injurious act or omission occurs in Quebec, or a contractual obligation is to be performed in Quebec. Because any one of those connecting factors suffices to ground jurisdiction, and because the plaintiffs’ narrative suggested interconnected actions by both ARE-Canada and Alexandria in relation to the Quebec premises, the court held that the jurisdictional threshold was met. The absence of an affidavit from Alexandria and its refusal to submit a representative to examination on this point further undercut its challenge at this preliminary stage. Turning to the exception to dismiss under article 168(2) C.C.P., the court reiterated the settled approach: all factual allegations and supporting exhibits are deemed true; it is not the court’s role on such a motion to assess the likelihood of success or to weigh evidence; the action must be declared receivable if the allegations are capable of eventually supporting the conclusions sought; and, in cases of doubt, parties should be allowed to proceed to a full hearing on the merits. Alexandria argued that the plaintiffs’ reliance on article 317 C.C.Q. and the alter ego theory was inadequately pleaded and could not justify piercing the corporate veil. The plaintiffs, however, pointed to detailed allegations showing near-complete overlap between Alexandria and ARE-Canada in practice: Alexandria’s executives allegedly directed the relevant activities; Alexandria’s finance team handled modelling and approval of Canadian transactions; Alexandria’s in-house counsel prepared and executed lease documentation on Alexandria templates; ARE-Canada allegedly had minimal staff and no meaningful autonomous infrastructure; and Alexandria itself retained a forensic e-discovery firm directly in connection with this litigation. The court accepted that veil-piercing and alter ego analyses involve complex mixed questions of fact and law, and noted that Quebec courts have been cautious in striking out such claims at the outset. It concluded that, assuming the pleaded facts are true, it could not say the plaintiffs’ veil-piercing theory was doomed to fail. Moreover, the action against Alexandria was not confined to alter ego: the plaintiffs also alleged a direct contractual relationship, including that Alexandria acted as co-lessor and as a contractual counterparty obliged to cause ARE-Canada to sign a lease with the plaintiffs. Given these parallel theories—direct contractual liability and corporate-veil lifting—the court found there was more than a merely speculative legal foundation to the claim, and that the correctness of the plaintiffs’ legal characterisation should be decided by the trial judge after a full evidentiary hearing. On abuse of procedure under article 51 C.C.P., the court emphasised that a recourse may be dismissed as abusive only where, after a careful review of the file, it appears clearly unfounded and frivolous or devoid of any chance of success. Unlike a pure article 168(2) motion, an abuse application can engage the factual underpinnings of the claim, including by resort to examinations and exhibits, to test whether the allegations have any real basis. In this case, however, Alexandria had not filed any affidavit from one of its representatives, nor did it file or rely upon examinations of the plaintiffs to demonstrate that their factual assertions were baseless. When the plaintiffs examined Eddie Rose, a key figure linked to both ARE-Canada and Alexandria, defence counsel consistently objected to questions about Alexandria’s role, Mr. Rose’s relationship with Alexandria and matters that could clarify the plaintiffs’ allegations against the U.S. parent. This tactic, aimed at avoiding any suggestion that Alexandria was submitting to Quebec jurisdiction, left the factual record on Alexandria’s role and potential liability “manifestly incomplete.” In the absence of evidence disproving the core factual allegations, the court held that Alexandria had not discharged its burden of showing that the plaintiffs’ case was clearly unfounded or frivolous. The court also addressed Alexandria’s contention that the $600 million claim was itself abusive and intended to exert pressure, particularly because Alexandria must publicly disclose the suit. Plaintiffs’ counsel responded that the amount was an estimate based on current information and that a forensic accounting mandate had been given; they undertook to amend the claimed amount if expert evidence supported a lower figure. Given the incomplete evidentiary picture and the pending expert work, the court declined to conclude, at this stage, that the quantum was abusive, while leaving open the possibility of a renewed abuse motion on this narrow issue after the damages evidence is filed.

Outcome and implications
In the result, the Superior Court dismissed all three components of Alexandria’s preliminary application. The declinatory exception failed because, accepting the plaintiffs’ allegations as true, article 3148(3) C.C.Q. provided a solid jurisdictional anchor based on alleged contractual fault and injury in Quebec. The exception to dismiss under article 168(2) C.C.P. failed because the detailed pleadings, together with the attached exhibits, were capable of sustaining both a direct contractual claim and an alter-ego/veil-piercing theory against a foreign parent, issues best adjudicated at trial. The abuse of procedure motion under article 51 C.C.P. also failed because Alexandria presented no affidavit or examination evidence to demonstrate that the plaintiffs’ factual assertions were clearly unfounded or frivolous, and its refusal to allow meaningful examination of Alexandria’s role contributed to an incomplete factual record. The court did, however, reserve Alexandria’s right to bring a focused future abuse motion concerning the quantum of the damages claim, once the plaintiffs’ expert evidence and any resulting amendments are on file. As to the immediate practical consequences, the successful party on these motions is the plaintiffs, and the court ordered that Alexandria’s application be dismissed with legal costs. The decision does not decide liability or the $600 million damages claim on the merits, nor does it specify any monetary figure for the costs award, so the total amount effectively ordered in favour of the plaintiffs at this stage cannot be determined from the judgment.