Executive Summary: Key Legal and Evidentiary Issues

• Characterization of the relationship between Thierry Lindor and Re/Max L’Espace under the 2017 brokerage contract, and whether commissions legally belonged to Lindor personally or to his corporation 9293–1112 Québec inc.
• Determination of when the three-year prescription period began to run for Lindor’s contractual claim, based on when he knew or should have known of the RL-1 slip and the resulting tax consequences.
• Assessment of whether Re/Max committed a fault by issuing a 2017 RL-1 in Lindor’s personal name for commissions of 199 241,50 $, despite directing payments into the corporate bank account of 9293–1112 Québec inc.
• Evaluation of the evidentiary value and credibility of Lindor’s testimony versus Re/Max’s documentary proof regarding who was the true beneficiary of the commissions and what was actually agreed between the parties.
• Application of the statutory scheme governing real estate brokerage in Québec to determine whether commissions could lawfully be attributed to the corporation rather than to Lindor as an individual broker.
• Consequences of Lindor’s failure to pursue available tax remedies or to contest other tax slips (including for 2018) on the plausibility and coherence of his civil claim against Re/Max.

Factual background

Thierry Lindor was a licensed real estate broker in Québec. Before September 2017, he operated through a corporation, 9293–1112 Québec inc. (“9293”), which held an agency permit and carried on business under the Re/Max L’Espace Griffintown banner pursuant to a sub-franchise agreement with Re/Max L’Espace. In that earlier structure, 9293 collected commissions and paid franchise royalties to Re/Max. Lindor himself held a broker’s licence attached to 9293 rather than to Re/Max directly. In 2017, Lindor decided to change how he practised. After receiving an offer from a competing banner, he sold certain assets of his business to Re/Max and, as of 1 September 2017, entered into a new “convention de courtier immobilier” with Re/Max L’Espace in his personal capacity. Under this agreement, he became a “représentant autonome” or self-employed broker working under the Re/Max banner. The contract specified that he was a self-employed worker and obliged him to maintain his broker’s permit, licences and insurance in his own name, while paying Re/Max a 5% royalty on each transaction. The agreement did not state that Lindor was acting on behalf of 9293 or any other entity, nor did it provide that commissions would be paid to 9293. After this contractual shift, 9293’s agency permit was revoked. For the balance of 2017, all of Lindor’s real estate transactions were concluded under his personal broker’s permit and name. The various transaction reports, summary reports and statements of account used to calculate Re/Max’s royalties were issued in Lindor’s own name, based on information he supplied when the new agreement took effect. In 2017, these transactions generated commissions totalling 199 241,50 $. Re/Max nevertheless directed payment of the commissions into the bank account of 9293, and some of the documents, such as certain statements of account, reflected 9293’s GST and QST numbers. The evidence at trial did not clearly establish who provided those banking and tax numbers, but the court ultimately accepted Re/Max’s version: that Lindor himself gave Re/Max the corporate banking information. Lindor, for his part, argued that Re/Max had simply reused information from 9293’s earlier profile and that this reflected an ongoing understanding that commissions were to be paid to the corporation. The court found that alleged understanding was neither pleaded properly nor supported by credible evidence, and it held that any such arrangement would have been inconsistent with the written brokerage agreement signed in 2017.

Tax slips and the dispute over the RL-1

For the 2017 tax year, Re/Max issued an RL-1 (Relevé 1) on 29 January 2018. The slip was made out in the personal name of Thierry Lindor, using his home address, and it reported the full 199 241,50 $ of commissions as “autre revenu” (other income). Lindor did not include this amount in his 2017 personal income tax return. He maintained that the income should have been reported by his corporation 9293, as he considered the corporation to be the true recipient of the commissions. Beginning in 2018, Lindor repeatedly asked Re/Max to correct the RL-1 so that it would be issued to 9293 rather than to him personally. Re/Max refused. In 2019, Revenu Québec issued a reassessment for 2017, adding the 199 241,50 $ in commissions to Lindor’s taxable income along with another undeclared income item, and claiming 63 913,07 $ in additional tax, interest and penalties. Lindor took the position that no income tax should have been assessed to him personally on the commissions, arguing that the RL-1 was inaccurate and that Re/Max’s refusal to correct it had caused him financial loss. He did not, however, fully pursue the statutory tax remedies available to challenge the reassessment or to seek an administrative correction of the form. Nor did he contest parallel federal tax slips or all related provincial slips in other years in a consistent manner. The court noted that he had not challenged the issuance of RL-1 and T4A slips for the 2018 tax year, even though those documents also reported commissions as “autres revenus” and self-employment income, and even though he claimed that he was similarly not personally liable to tax on those amounts. This inconsistency weighed against his credibility and the overall coherence of his theory.

Procedural posture and prescription

Lindor commenced a civil action in the Québec Superior Court against Re/Max L’Espace, seeking (a) an order that Re/Max issue a corrected RL-1 that reflected what he described as the “reality” of the payments (i.e., that the income belonged to the corporation 9293), or (b) alternatively, damages equal to the income tax, interest and penalties he claimed to have paid or to owe as a result of the 2017 reassessment. Re/Max argued that the claim was prescribed under the three-year extinctive limitation period applying to personal rights under article 2925 of the Civil Code of Québec. The parties disagreed on when prescription began: Lindor said he first learned of the RL-1 in November 2019, after the reassessment; Re/Max contended that he must have known about it by February 2018, shortly after it was issued and sent to him or to his accountant. The court held that the dispute was contractual in nature. The alleged fault was a breach of contractual obligations implied into the 2017 brokerage agreement, namely an obligation to issue tax slips correctly reflecting the parties’ legal relationship. In contract, the right of action arises when the debtor’s obligation becomes due and enforceable, which is a fact-specific question guided by the terms and context of the contract. Applying Québec jurisprudence, the court emphasized that prescription only starts when all elements of civil liability—fault, damage and causal link—are present and when the plaintiff is in a position, using reasonable diligence, to know that he has been the victim of a fault causing him recoverable harm. On the evidence, the court found Lindor’s claim that he only learned of the RL-1 in November 2019 not credible, particularly given that his accountant’s office had received a reassessment from Revenu Québec in August 2019 increasing his declared income from under 17 000 $ to over 300 000 $ and claiming almost 65 000 $. It was implausible that such a significant reassessment would have gone uncommunicated for months. However, Re/Max bore the burden of proving prescription, and the court concluded that, while the inferences supporting earlier knowledge were “relatively strong,” they did not meet the more-likely-than-not threshold. As a result, the prescription defence failed and the action was treated as timely.

Contractual analysis and the parties’ legal relationship

With limitation dismissed as a bar, the court turned to the core issue: whether Re/Max had committed a fault by issuing the RL-1 to Lindor personally. Everything turned on the true legal relationship between the parties after September 2017 and on who was legally entitled to the commissions. The court reviewed the 2017 “convention de courtier immobilier,” noting that Lindor personally undertook to act as a Re/Max broker and that the contract specified his status as an autonomous worker who had to maintain his own permit and regulatory compliance. No clause stated that he was acting on behalf of 9293 or that commissions belonged to the corporation. Under Québec’s real estate brokerage regime, the distinction between a broker and an agency is crucial. A broker must personally perform the obligations arising from a brokerage contract, and cannot claim or receive commissions through an intermediary that does not hold a permit. If a broker wishes to operate through a corporation, the law permits that structure, but only if specific regulatory steps are followed and completed so that the corporation itself becomes the properly authorized entity. The evidence showed that those steps had not been completed for 9293 under the new arrangement with Re/Max. Against that statutory backdrop, the court concluded that only Lindor, as an individual broker under the 2017 agreement, was legally entitled to the commissions. The fact that funds were directed to 9293’s bank account, or that 9293’s GST/QST numbers appeared on some documents, did not change the underlying legal relationship. The RL-1, as a matter of law, had to be issued in the name of the person who was the true beneficiary of the commissions. In taxation terms, it is the legal beneficiary of the income—not merely the account holder who receives the funds—who must be identified on the slip. Otherwise, any taxpayer could direct payments to another person’s account to try to avoid tax. The court therefore held that Re/Max respected the juridical relationship between the parties when it issued the RL-1 to Lindor personally. The RL-1 did not contain an error that Re/Max was obliged to correct.

Credibility findings and inconsistencies in Lindor’s position

The judge devoted considerable analysis to Lindor’s credibility. The court referred to prior disciplinary decisions of the Organisme d’autoréglementation du courtage immobilier du Québec (OACIQ) that had already identified issues with his candour and his tendency to “occulter la vérité.” In this case, the court found further contradictions and gaps. For example, Lindor argued that the workings of 9293 and Re/Max justified moving the 2017 income to the corporation, yet his pleadings had not properly alleged any such specific agreement, and his own conduct did not match that theory. He did not challenge the 2017 T4A slip or the 2018 tax slips in a coherent way, and he failed to produce all the tax documentation that the court had ordered him to disclose, despite reminders from Re/Max. Moreover, the remedies he sought were internally inconsistent: he asked both for a corrected RL-1 and for payment by Re/Max of the full amount of tax assessed by Revenu Québec, even though the assessment included not only Re/Max-related commissions but also another unrelated income item, and even though a corrected slip in his favour would itself render an award for the full assessed tax logically unnecessary. These contradictions further weakened his claim.

Outcome and financial consequences

In the end, the court held that Lindor had not proven any fault by Re/Max. The commissions for 2017 legally belonged to him as an individual broker under the 2017 brokerage contract and the applicable real estate brokerage legislation, so Re/Max correctly issued the 2017 RL-1 in his name. Since the RL-1 was not shown to be illegal or erroneous, there was no need to analyze the alleged damage or claimed amounts further. The Superior Court therefore dismissed Lindor’s originating application in its entirety and ordered him to pay legal costs. The judgment does not specify a precise dollar value for those costs, which will be determined separately according to the applicable tariff and procedural rules; no damages or quantified monetary award were granted in favour of Re/Max beyond that unquantified order for costs, and the exact amount payable cannot be determined from the decision itself.