Executive Summary: Key Legal and Evidentiary Issues

• Enforceability and scope of contractual non-competition, non-solicitation and confidentiality clauses tied to the sale of a snow-removal business in Trois-Rivières.
• Alleged misuse and transfer of the buyer’s client list, combined with targeted advertising and acquisition of snow-removal equipment, as evidence of competing activities.
• Characterisation of the plaintiff’s main action (injunctive relief and penalties) as allegedly abusive, frivolous and aimed at avoiding payment of the balance of sale price.
• Conflicting sworn evidence on whether the seller and a former employee are actually involved together in a competing snow-removal enterprise.
• Application of articles 51 and 52 C.p.c. on abuse of procedure, including the threshold for rejecting an action at a preliminary stage.
• Allocation of costs following the dismissal of the defendants’ abuse motion, with the underlying merits of the contractual dispute left to be decided at trial.

Factual background

The dispute arises from the sale of a snow-removal business operating in the City of Trois-Rivières. On 1 September 2024, 9497-7089 Québec inc. (“9497”) acquired all of the shares of Société Jocelyn Trudel inc. (“Trudel inc.”), a company owned by Jocelyn Trudel and the Fiducie Jocelyn Trudel. The business provided residential and commercial snow-removal services. The agreed purchase price was $1,850,000, subject to adjustments, with a $100,000 balance of sale remaining payable. As part of the share purchase agreement (the “Convention”), Trudel undertook restrictive covenants, including non-competition, non-solicitation and confidentiality undertakings. These clauses were to apply for a period of three years, from 1 September 2024 to 1 September 2027, and covered all snow-removal services within the territory of the City of Trois-Rivières. The Convention also contemplated penalties in the event of breach, and it incorporated the transfer of the customer list to the purchaser as part of the assets of the business.

Allegations of contractual breach

9497 alleges that, after the sale, Trudel became involved with Maxime Cossette, a former employee of Trudel inc., in a competing snow-removal venture operating within Trois-Rivières in violation of the Convention. According to the plaintiff, Trudel contributed his participation, assistance and client lists to this new activity. The core factual allegations include: an alleged telephone communication in which Cossette expressly admitted to possessing 9497’s client list, which had been transferred under the Convention and referenced in a specific annex; the distribution by the defendants of promotional leaflets within Trois-Rivières, some of which were allegedly delivered to customers appearing on 9497’s client list; and the acquisition of snow-removal equipment, including snow-stakes and tractors, apparently destined to service the same clientele. On 19 August 2025, 9497 served Trudel with a formal notice, granting five days for him to cease all activities contrary to the Convention. The plaintiff maintains that the defendants failed to comply, thereby triggering the contractual penalties and justifying a court action with injunctive conclusions and related relief.

Defence position and abuse motion

Trudel’s position is that he responded to the formal notice on 26 August 2025 within the prescribed time, expressly confirming his intention to comply fully with all contractual obligations stemming from the Convention. Despite this, 9497 filed, on 10 September 2025, an originating application seeking injunctive relief and enforcement of the restrictive covenants. Trudel characterises this step as abusive and unfounded, arguing that 9497’s real objective is to evade its own obligations, in particular the payment of the remaining balance of the sale price, in contradiction with the Convention. Trudel further denies any involvement or association with Cossette in any competing snow-removal business that would contravene the non-competition clause. For his part, Cossette also denies any direct or indirect association with Trudel in any such enterprise. Relying on these denials and on his compliant response to the demand letter, Trudel, joined by Cossette, filed a motion alleging abuse of procedure and seeking the immediate dismissal of 9497’s main action under article 51 of the Code of Civil Procedure.

Policy terms and restrictive covenant clauses at issue

The contractual framework, while not an insurance policy, functions similarly to policy terms in a commercial transaction. The key provisions are the restrictive covenants embedded in the Convention—non-competition, non-solicitation and confidentiality—which were negotiated as part of the share sale and intended to protect the goodwill, client base and confidential information transferred to 9497. These clauses bind Trudel for three years within the defined territory of Trois-Rivières, covering “any snow-removal service” in that area. The evidentiary dispute focuses on whether the alleged transfer and use of the client list, the targeted leafleting and the acquisition of snow-removal equipment amount to a contravention of these clauses. The penalties clause in the Convention is also implicated, since 9497 contends that the defendants’ conduct activated the contractual penalties once they failed to cease their activities after the formal notice. However, in this interlocutory judgment, the court does not interpret the detailed content of each clause; it assumes, for the purposes of the abuse motion, that 9497’s allegations, if proven, could demonstrate a breach of these protective covenants.

Court’s analysis on abuse of process

The court frames the legal issue under article 51 C.p.c.: whether the plaintiff’s action is so manifestly ill-founded, frivolous or dilatory as to constitute an abuse of procedure justifying immediate dismissal. The judgment reiterates that the party seeking dismissal must first establish, on a prima facie basis, that the impugned proceeding may amount to an abuse. If that threshold is met, the burden shifts to the party who instituted the procedure to demonstrate, again prima facie, that its conduct is not excessive or unreasonable and is justified in law. The court emphasises the need to review the entire record, including all pleadings and exhibits, and notes that, at this preliminary stage, the facts alleged in the originating application are not presumed to be true in an abuse-of-process analysis. However, the court also stresses that dismissal at this point is reserved for clear cases where the action is manifestly without merit; the judge is not to conduct a full assessment of evidentiary difficulty or credibility. In this case, the parties present conflicting versions of the facts: 9497 claims ongoing competitive conduct and misuse of its client list; the defendants categorically deny any such involvement. The court holds that it is not its role, on an abuse motion, to choose between these contradictory accounts. Instead, those factual and credibility issues must be determined at trial by the judge hearing the case on the merits.

Outcome and practical implications

The court concludes that the originating application contains sufficient allegations to permit 9497 to adduce evidence that the defendants may have breached the Convention. References to the alleged telephone admission regarding possession of the client list, the distribution of advertising leaflets to former clients within Trois-Rivières, and the purchase of snow-removal equipment aimed at servicing that clientele are considered enough, at this stage, to justify allowing the case to proceed. The court underscores that alleging a breach of the Convention is not enough in itself; 9497 still bears the burden of proving its claims at trial. Nevertheless, based on the current record, there is no basis to characterise the action as manifestly ill-founded, frivolous or dilatory. The defendants’ motion alleging abuse of process and seeking dismissal is therefore rejected. As a result, the successful party in this interlocutory decision is 9497-7089 Québec inc., and the court orders that the defendants’ abuse and dismissal motion be dismissed with costs payable to 9497. The judgment does not fix any specific monetary amount for those costs, nor does it determine any contractual penalties or damages on the merits; accordingly, the exact total of the monetary award or costs in favour of 9497 cannot be determined from this decision alone.