Executive Summary: Key Legal and Evidentiary Issues

• Existence and scope of a binding contract for professional public relations services between ADC Conseil and Locations Louelec inc. for a three-phase mandate.
• Characterization of the agreement as a contract of services under articles 2098 and following of the Civil Code of Québec, with the client’s right to unilaterally terminate but duty to pay for work performed.
• Determination of whether the parties agreed to a fixed (forfaitaire) price per phase versus a later-proposed hourly rate unilaterally suggested by the client.
• Assessment of whether ADC Conseil had in fact completed the first phase (récit, or “story” work) and whether the deliverable was proportionate to the amount claimed.
• Evaluation of the weight and sufficiency of documentary and testimonial evidence (texts, email exchanges, quotes, and testimony) proving acceptance of the quote and completion of the first phase.
• Allocation of payment obligations, including principal, interest, additional indemnity, and court costs once Louelec chose not to proceed with phases 2 and 3 but had already benefited from services rendered in phase 1.

Facts of the case
In May 2024, Locations Louelec inc. (Louelec), a company undergoing a corporate name change, retained ADC Conseil (ADC) to assist it with public relations and communications strategy around this rebranding. The relationship was framed as a professional services mandate to guide the client through a three-phase process for defining the company’s story, mapping stakeholders, and deploying a communications strategy.
On 6 May 2024, ADC sent Louelec a written quote. The quote set out a three-phase mandate—récit (story), cartographie (mapping), and stratégie (strategy)—for a global fixed fee of 13,250.90 CAD. The work was clearly structured by phases, each corresponding to a portion of the overall fee, and the parties understood this as a forfaitaire arrangement for the entire project rather than an hourly billing engagement.
On 7 May 2024, Louelec, through its representative, confirmed acceptance of this quote by text message. The message left no ambiguity: Louelec gave a clear “go” and instructed that coordination begin with another internal contact, which the court interpreted as unequivocal acceptance of the fixed-price proposal. This acceptance created a binding contract for services under Quebec civil law.
Following this confirmation, meetings were held and ADC began work on the first phase of the mandate. By early June 2024, ADC had produced and transmitted to Louelec a deliverable associated with phase 1. Around 6 June 2024, ADC also sent a more detailed, “ventilated” quote, breaking down the global fixed price by deliverable: 5,096.50 CAD for the first phase, 2,548.25 CAD for the second, and 5,606.15 CAD for the third. Louelec did not object to this breakdown at the time.

Breakdown of the relationship and dispute
After sending the phase 1 deliverable, ADC followed up on 13 June 2024 due to the lack of feedback from Louelec. On 21 June 2024, Louelec responded that it was not satisfied with the document produced and did not wish to proceed further with the mandate. In effect, Louelec exercised its right to terminate the services contract before the completion of phases 2 and 3.
Subsequent exchanges between the parties focused on payment. On 2 July 2024, Louelec took the unilateral position that it would pay only 10 hours of work at an hourly rate of 100 CAD, effectively reframing the agreement into an hourly billing arrangement. ADC rejected this proposal, maintaining that the parties had never negotiated on an hourly basis and that the accepted quote was for a fixed, phase-based fee.
ADC therefore claimed 5,096.50 CAD, representing the amount allocated to phase 1 under the ventilated quote. Louelec refused to pay on the basis of dissatisfaction with the deliverable and its own view that only limited hours of work should be remunerated.

Legal framework and key issues
The court analyzed the dispute under the rules governing contracts for services in the Civil Code of Québec. The contract was found to be governed by articles 2098 and following, which set out the obligations of the provider of services and the client. Under article 2125 C.c.Q., a client may unilaterally terminate a contract for services even after execution has begun. However, article 2129 C.c.Q. provides that the client remains liable to pay the value of the work already performed at the time of termination.
The court also recalled the general burden of proof provisions in articles 2803 and 2804 C.c.Q., placing on ADC the obligation to prove on a balance of probabilities that services were indeed rendered and that the amount claimed corresponded to the value of those services. Thus, the central questions were whether ADC had completed phase 1 as contracted, whether the amount of 5,096.50 CAD was proportionate to that work, and whether the parties had ever agreed to an hourly fee structure.

Court’s findings on evidence and contract terms
On the question of the applicable pricing structure, the court found that the initial, non-ventilated quote of 13,250.90 CAD was clearly accepted by Louelec on 7 May 2024, creating a binding agreement at a fixed global price for a three-phase mandate. The later ventilated quote of 6 June 2024, which broke down the amount by deliverable, was transmitted without eliciting any objection or counter-proposal from Louelec. This supported the conclusion that the phase-based allocation, including 5,096.50 CAD for phase 1, was consistent with the parties’ understanding of the original fixed-price contract.
The court expressly rejected Louelec’s attempt to recast the arrangement into an hourly-based relationship when it later proposed to pay 10 hours at 100 CAD per hour. It noted that there had never been any prior reference to hourly billing until Louelec’s email of 2 July 2024, well after the contract had been formed and the first phase had been substantially completed. The unilateral introduction of an hourly rate at that stage did not modify the existing contract.
On the performance of phase 1, the court assessed the testimony of ADC’s representative and the nature of the work required for each phase. It concluded that the amount claimed for the first phase in the ventilated quote was proportionate to the work carried out in that portion of the mandate. ADC had delivered the document contemplated for phase 1, satisfying its contractual obligation for that phase, even if the client expressed dissatisfaction with the content. Under Quebec civil law, mere dissatisfaction does not automatically excuse the client from paying for work properly performed, particularly under a fixed-price contract for professional services.

Ruling and overall outcome
Applying the legal rules on contracts for services and the burden of proof, the court held that Louelec had validly exercised its right to end the mandate but remained bound to pay for services already rendered. It found that ADC had met its evidentiary burden by demonstrating both the existence of the agreed fixed-price contract and the completion of phase 1 as specified. The court therefore granted ADC’s claim in full.
The judgment orders Locations Louelec inc. to pay ADC Conseil (referred to in the dispositive portion as Services conseils ADC inc.) the amount of 5,096.50 CAD in professional fees, plus legal interest at the statutory rate and the additional indemnity provided for in article 1619 C.c.Q., calculated from 23 July 2024, along with court costs of 303 CAD. As a result, ADC Conseil is the successful party, obtaining a total quantified award of 5,399.50 CAD in principal and costs, with the exact total including accruing interest and the additional indemnity not determinable from the decision alone.