Executive Summary: Key Legal and Evidentiary Issues

• Dispute centers on alleged abusive and potentially fraudulent corporate governance at Soma Auto inc. and Gestion GPB inc., including the use of allegedly non-authentic signatures and irregularities in the minute books.
• Serious conflict arises over the powers and conduct of administrators and officers, with the plaintiff claiming unauthorized financial and representational acts by co-administrators and efforts to sideline him from management.
• The defendants rely on internal corporate regulations and shareholder structures to justify convening an extraordinary shareholders’ meeting to remove the plaintiff as administrator, while maintaining his rights as shareholder.
• The Court strictly applies the criteria for a provisional interlocutory injunction (appearance of right, serious or irreparable prejudice, urgency, and balance of convenience), insisting on an “emergency-style” level of urgency that was not met.
• Evidence of workplace complaints, CNESST intervention and an external investigation is used to support the employer’s decision to seek the plaintiff’s destitution as administrator and to resist judicial interference in internal corporate management.
• The Court ultimately refuses to interfere with a shareholders’ meeting convened under clear internal by-laws allowing removal of an administrator with or without cause, finding no urgent, irreparable harm and no sufficient appearance of right to halt the meeting.

Factual background

Pascal Godin is a shareholder, administrator and vice-president of Soma Auto inc., as well as an administrator of Gestion GPB inc., which is identified as his personal management company and a minority shareholder of Soma Auto inc. The dispute arises in the context of the internal management of these corporations and the breakdown in relations between Godin and the other principals, including René Trudel (president and secretary of Soma Auto inc.) and Jonathan Bellerive. Godin alleges that since 2024, and increasingly in 2025, he has discovered major inconsistencies between the records of the enterprise registrar, the corporate minute books, share certificates and documents transmitted to Ford Canada. He contests certain signatures appearing in the minute book and claims that Bellerive signed cheques and took actions without the required status or authority. He further alleges that Trudel was personally informed of these anomalies before a July 3, 2025 hearing, and that after his denunciations, pressure tactics and reprisals escalated against him. Against this background, Trudel and Soma Auto inc. convened an extraordinary shareholders’ meeting for 29 December 2025 at 19:00, with the stated purpose of destituting Godin from his position as administrator of Soma Auto inc., without affecting his rights as shareholder.

Claims and relief sought

On 19 December 2025, Godin filed an introductory motion in civil liability, conservatory measures, injunction and other orders. The pleading is broadly framed as a civil action to “ascertain and sanction wrongful, abusive and potentially fraudulent maneuvers” in the corporate management of Soma Auto inc. and Gestion GPB inc. Specifically, he alleges: use of non-authentic signatures in corporate documents; serious irregularities in the corporate minute book; acts of management and representation carried out without valid authority; conflicts of interest, abuses of power and reprisals against him; attempts to evict him as legitimate future leader of the corporations; and the instrumentalization of external proceedings, including CNESST processes, for corporate ends. On the basis of these alleged faults, Godin claims to have suffered substantial financial loss, major professional prejudice, serious moral and psychological harm, damage to his credibility with Ford Canada, and significant legal fees, although none of these heads of loss are quantified in his motion. At the preliminary stage, he seeks several provisional interlocutory injunction orders, including: conservation of all corporate documents; suspension of any contested corporate meetings or decisions; prohibition of unauthorized representations; an independent verification of the corporate minute books; authorization to later file electronic evidence; solidary condemnation of the defendants to damages and costs; and any other appropriate order. In argument before the Court, he clarifies that the suspension order is aimed chiefly at preventing the 29 December 2025 extraordinary shareholders’ meeting of Soma Auto inc., and that the prohibition of unauthorized representations is directed at Trudel, Bellerive and a third person, Yan Patry, who is not a named defendant.

Defence evidence and corporate governance framework

Trudel and Soma Auto inc. oppose the request for a provisional interlocutory injunction and file a sworn statement by Trudel, supported by exhibits including the registrations of Soma Auto inc. and Gestion GPB inc., an extract of Soma Auto inc.’s internal regulations, the notice convening the extraordinary meeting, and a CNESST intervention report. Trudel confirms that Godin is vice-president of Soma Auto inc. and that Gestion GPB inc., in which Godin holds shares, is a minority shareholder of Soma Auto inc. He explains that an extraordinary meeting has been duly convened to remove Godin as administrator, in accordance with Soma Auto inc.’s internal by-laws. Those internal regulations are central to the case: article 14 explicitly authorizes the removal of an administrator “for or without cause” by resolution of the shareholders at a duly convened extraordinary general meeting, adopted by a majority of the votes attached to shares represented at the meeting and entitled to vote. The provision also states that the administrator facing removal must be convened, has the right to attend and speak, or submit a written declaration to be read by the chair; and it underscores that destitution is a matter of shareholder will and does not generate liability for the company or shareholders merely for removing an administrator, even without stated reasons. Article 68 of the same by-laws governs the notice of convening shareholders’ meetings, requiring written notice with proof of receipt sent at least ten days before the meeting and specifying that irregularities in the notice or its transmission “do not in any way affect the validity of the proceedings” at the meeting. Trudel also details a series of workplace complaints by employees about Godin’s alleged vexatious comments, disrespectful tone, excessive surveillance and creation of a climate of suspicion, and points out that five employees left in recent months in connection with what is described as an unhealthy work environment. A CNESST representative’s report and an ongoing external investigation by an independent firm are invoked to justify Godin’s suspension with full pay and benefits for about three weeks, imposed to protect employees and maintain a safe work environment. Trudel insists that the contemplated removal is a legitimate measure to protect employees and ensure business continuity, not an abusive attempt to exclude Godin as a shareholder; his shareholder rights remain intact.

Legal principles on provisional interlocutory injunctions

The Court situates the dispute squarely within the framework of provisional interlocutory injunctions under articles 510 and 511 of the Code of Civil Procedure. An interlocutory injunction is described as a measure to preserve the subject-matter of the litigation so that effective relief remains possible when the case is ultimately decided on the merits. A provisional interlocutory injunction, granted in urgent cases even before service, is exceptional and must not exceed ten days without consent of the parties. The established criteria, which are interrelated and assessed globally, are: (1) appearance of right or a serious question to be tried, a relatively modest threshold satisfied where the claim is neither frivolous nor vexatious; (2) serious or irreparable harm, generally harm not compensable, or not easily compensable, in money; and (3) the balance of convenience, i.e., which party will suffer greater prejudice depending on whether the injunction is granted or refused. At the provisional stage, there is an additional, stringent requirement of urgency. Relying on prior case law, the Court recalls that the urgency must be of a “911-style” nature—akin to an urgent blood transfusion or stopping a bulldozer from immediately cutting down trees—because parties usually present an incomplete record at this stage and judicial interference is reserved for truly pressing situations. The Court emphasizes also the discretionary and exceptional nature of such relief: even when the criteria are technically met, the Superior Court may decline to issue a provisional injunction if it considers such an order inappropriate in the specific circumstances, particularly where it risks effectively determining the merits in advance.

Court’s analysis of the specific orders requested

The Court first disposes of several requested orders as unnecessary or premature. The request for an order compelling the conservation of corporate documents is deemed superfluous because article 20 of the Code of Civil Procedure already obliges all parties to preserve relevant evidence, an obligation the Court reminds both sides they must respect. Similarly, the request to authorize subsequent filing of electronic evidence is unnecessary, given that the Code of Civil Procedure already sets out detailed rules on the filing of exhibits depending on the nature of the case; there is no need for a special provisional order. The request for an independent verification of the corporate minute book is found not to have the required urgency at the provisional stage and, in the Court’s view, requires a fuller evidentiary record and would be more properly addressed at the interlocutory or permanent stage. The claim for a solidary condemnation of the defendants for damages is characterized as a conclusion on the merits, which clearly demands a complete, contradictory evidentiary process, and is also problematic because Godin has not quantified his monetary claim. Granting such relief provisionally would in effect decide the core of the civil liability action and render the merits largely moot. Turning to the two operative injunctions, the Court notes that the suspension of “any contested corporate meeting or decision” and the prohibition of “unauthorized representations” are drafted so broadly as to be difficult to enforce. At the hearing, Godin narrows them: the suspension is aimed at halting the 29 December 2025 extraordinary shareholders’ meeting of Soma Auto inc. to remove him as administrator, and the prohibition on representations is aimed at preventing certain individuals from acting or speaking on behalf of the corporations. The Court assesses these narrowed requests against the four cumulative criteria.

Urgency and appearance of right

On urgency, the Court finds that Godin has been aware of the governance issues he raises—alleged irregularities in minute books, contested signatures, unauthorized financial operations and perceived exclusion from corporate decisions—since at least 2024, with particular emphasis on events leading up to a July 3, 2025 hearing. Given this extended time frame, the situation no longer qualifies as a “911-style” emergency. The convening of the 29 December 2025 meeting is a foreseeable event within ongoing disputes, rather than a sudden crisis. That lack of immediate urgency is sufficient on its own to defeat the request for a provisional injunction. On the general appearance of right, the Court is prepared to accept that the broad civil claims in the action—allegations of abusive or illegal corporate maneuvers and governance failures—are not, at first sight, frivolous or vexatious. As such, there is a minimal serious question to be tried on the merits of the main lawsuit. However, when the focus shifts specifically to the attempt to prevent the shareholders’ meeting from proceeding, the appearance of right diminishes. The notice convening the extraordinary meeting appears, on its face, to comply with Soma Auto inc.’s internal regulations, particularly articles 14 and 68 on destitution of administrators and notice formalities. Those provisions clearly state that shareholders may remove an administrator at any time, for or without cause, at a duly convened extraordinary meeting, and that irregularities in notice or its transmission do not affect the validity of the proceedings. Godin is unable to point to any specific rule of governance that has been breached in calling the meeting. In light of the principle that courts of general jurisdiction do not interfere with the internal management of private corporations operating within their powers, except where decisions are manifestly unreasonable, unjust or oppressive to the point of evidencing bad faith or obvious error, the Court sees no prima facie basis to intervene to stop this meeting.

Irreparable harm and balance of convenience

On the criterion of serious or irreparable harm, the Court observes that Godin’s claimed injuries—financial losses, professional harm, damage to reputation and credibility, and legal fees—are framed as monetary and compensable by damages if established. This weighs against qualifying them as irreparable within the injunction framework, particularly at a provisional stage. Regarding the balance of convenience, the Court finds that the prejudice to Soma Auto inc. and the other corporate actors if the injunction were granted would outweigh the prejudice to Godin if it were not. Soma Auto inc. must continue to operate, manage its workforce and make ordinary business decisions in a climate already strained by employee complaints and departures. Preventing the shareholders from exercising their by-law-based prerogative to remove an administrator, even while preserving that person’s shareholder status, would interfere with the corporation’s ability to stabilize its internal governance and maintain operations. The orders Godin seeks would significantly impede the day-to-day functioning and decision-making of the business, whereas he retains avenues to challenge corporate acts and seek monetary or other relief on the merits if his allegations are ultimately proved.

Outcome and implications

In the end, the Superior Court of Québec exercises its discretion to deny the exceptional remedy of a provisional interlocutory injunction. It refuses to order the conservation of documents or the special authorization to file electronic evidence because such measures are already governed by procedural rules; it declines to order an independent audit of corporate records or to grant provisional damages, as these matters belong to later stages of the litigation where a full evidentiary record will be available; and crucially, it refuses to suspend the 29 December 2025 extraordinary shareholders’ meeting or to prohibit the impugned individuals from acting on behalf of the corporations. The Court concludes that the cumulative criteria for such urgent relief are not met: there is no “911-level” urgency, no sufficient appearance of right to halt a meeting convened under clear by-law authority, no irreparable harm beyond compensable financial loss, and the balance of convenience strongly favors allowing Soma Auto inc. and related entities to function under their established governance framework. Procedurally, this means that the civil action launched by Godin continues, and the merits of his allegations of corporate misconduct, fraudulent signatures, and reprisals remain to be determined at a later stage based on full contradictory proof. Substantively, the judgment underlines the judiciary’s reluctance to interfere in internal corporate governance where shareholders act within the scope of detailed by-laws that authorize removal of administrators with or without cause. For this interlocutory stage, the successful parties are the defendants resisting the provisional injunction—principally René Trudel and Soma Auto inc.—who obtain dismissal of Godin’s request. No damages, costs or other monetary amounts are awarded at this point; costs are reserved to follow the outcome on the merits, so the total financial award in favor of the successful parties cannot yet be determined.