Executive Summary: Key Legal and Evidentiary Issues

• Scope of judicial review over a Tribunal administratif du travail (TAT) decision applying articles 124 and 128 of the Loi sur les normes du travail (LNT) to an alleged unjust dismissal.
• Characterization of the employee’s conduct during sick leave as either a breach of the duty of loyalty and conflict-of-interest clauses or, instead, a reasonable attempt to assist a client when the employer failed to respond.
• Evaluation of whether Millenium satisfied its burden to prove a “cause juste et suffisante” for dismissal, including alleged diversion of a business opportunity, loss of trust, and prior interpersonal issues.
• Application of the Vavilov “reasonableness” standard, focusing on whether the TAT misapprehended the evidence or ignored key factual constraints in concluding there was no just cause.
• Assessment of the appropriateness of ordering reinstatement, including whether Millenium proved a serious and real obstacle to reinstatement such as irreparable breakdown of trust, harassment allegations, or abolition of the position.
• Determination that the TAT’s decision was internally coherent, factually grounded, and within the range of acceptable outcomes, leading to dismissal of Millenium’s judicial review with costs and confirmation of reinstatement plus back-pay indemnity, though no precise monetary amount is stated.

Factual background

Millenium Agents manufacturiers inc. (“Millenium”) and Superteck Experts-Conseils inc. (“Superteck”) operate in an integrated business model in the building envelope and roofing sector. Superteck provides consulting and evaluation services for building envelopes, particularly roofs, and when work is required it invites roofing contractors to bid on labour only, while Millenium supplies the necessary construction materials to those contractors. The two companies are interrelated and directed by Sylvain Lortie.
Charles Bouchard (“Bouchard”) was first hired by Superteck in 2017 as Vice-President, Business Development. In 2020 he was transferred to Millenium, a related company, to serve as Sales Director. Over time the companies expanded, a vice-president of finance was hired in 2019, operations increasingly shifted to the South Shore of Montreal, and Bouchard ended up as the only employee still working out of Quebec City, where the head office remained until late 2021. As the workload grew, Bouchard experienced significant fatigue and, by summer 2021, complained to Lortie about overwork and raised disputes over commissions.
In November 2021, amid the COVID-19 context and due in part to Bouchard’s refusal to be vaccinated, a new employment contract was executed. His title became “Responsable du développement des affaires/Représentant des ventes,” but his core duties remained largely the same. He worked by telework and on the road. The contract included restrictive covenants in favour of Millenium: exclusivity, confidentiality, non-solicitation, and conflict-of-interest obligations. The exclusivity clause required him to work exclusively for Millenium, serve it faithfully, promote its interests, and refrain from other employment or parallel commercial activities. The conflict-of-interest clause required him to avoid situations where his personal (or relatives’) interests would conflict with the employer’s interests and prohibited direct or indirect interests in a business that would put him in conflict with Millenium.
In late 2021 and January 2022, three incidents occurred in which Bouchard behaved disrespectfully toward colleagues. On 20 January 2022, Lortie intervened and asked that such behaviour stop, although no formal written disciplinary notice was issued; Bouchard apologized to his co-workers. In early February 2022, the technical director, Fréchette, left the company and founded a competing firm (“A”).
On 7 March 2022, Bouchard was placed on an indefinite medical leave due to exhaustion. During this leave Lortie monitored and handled Bouchard’s client emails. When clients contacted Bouchard during his sick leave, he consistently referred them to Millenium colleagues or to Lortie, providing their telephone numbers and contact details; about forty such referrals occurred between March and December 2022.
A key incident arose a few days after his leave began. An estimator, Lauzier, from contractor Tremblay, called Bouchard urgently seeking the price of anchoring devices needed the next day to submit a bid. Bouchard replied that he was not working and invited him to contact Millenium. Lauzier told him he had already contacted Millenium and had been told that no one else could provide the requested pricing and that he should instead contact a specialized anchoring company. Another Millenium employee had been copied on the email exchanges but did not intervene to help.
Faced with the contractor’s immediate need and the fact that Millenium had twice failed to respond substantively, Bouchard referred the estimator to competitors: the supplier G and Fréchette’s new company A. He also contacted G himself to obtain pricing and asked Fréchette to assist with pricing for Tremblay. In Bouchard’s view, this would allow the contractor to submit its bid, and he intended to secure the ultimate sale of the anchoring equipment for Millenium once he returned to work. In the end, the contractor did not win the job and therefore did not purchase any anchoring devices, so there was no sale either to Millenium or to the competitors.
In August 2022, during discussions with Lortie, the contractor Tremblay asked if Bouchard had gone into business with Fréchette. Lortie, aware that Bouchard was still on sick leave, interpreted this as a sign that Bouchard had breached his duty of loyalty. Notably, Tremblay had never spoken to Bouchard directly; the communications had been between Bouchard and the estimator, Lauzier.
In September 2022, Bouchard advised Lortie that he was close to being ready to return to work. On 26 October 2022 his physician authorized a gradual return starting 7 November 2022. On 9 November, Bouchard went to Millenium’s Saint-Hubert office expecting a meeting about his return. Instead, he was interrogated about his activities during sick leave. He was asked generally whether he had diverted business opportunities, worked for a competitor, and why so few client emails appeared in his mailbox during his absence. Bouchard denied having worked elsewhere and stated he had referred clients to colleagues. Lortie confronted him with an accusation of having worked for A but refused to reveal his source, and Bouchard denied it. Lortie chose not to reinstate him, instead continuing what he described as an investigation into Bouchard’s loyalty and medical fitness.
During this time Bouchard still took a client call and referred the client to a Millenium colleague, informing Lortie and following up. Lortie then re-contacted Tremblay to confirm what had been said earlier but did not contact the estimator Lauzier, who had actually interacted with Bouchard. He also requested a search of Bouchard’s email inbox, though the results—four allegedly “suspicious” emails—did not arrive until November 2023, long after the dismissal.
On 14 December 2022, relying essentially on his suspicions and without the email search results, Lortie decided to dismiss Bouchard for cause. In a 19 December 2022 letter, the employer stated that since his departure on 7 March 2022, Bouchard’s behaviour as business development manager/sales representative had broken an already fragile bond of trust, citing also his prior behaviour toward other employees.

Proceedings before the Tribunal administratif du travail

Bouchard filed a complaint under article 124 of the LNT, which protects employees with more than two years of continuous service from dismissal without just and sufficient cause. It was undisputed that Bouchard was a “salarié,” held a key position, and had the requisite continuous service to obtain LNT protection. The TAT was thus required to determine whether Millenium had shown a just and sufficient cause for dismissal, and if not, what remedial measures should be ordered under article 128 LNT.
Following twelve hearing days, the TAT issued a decision on 30 June 2025. It reviewed the factual narrative in detail and then examined Millenium’s main allegation: that Bouchard had diverted a business opportunity for Tremblay during his sick leave, in breach of both his statutory duty of loyalty under article 2088 C.c.Q. and the contractual exclusivity and conflict-of-interest clauses. The tribunal recognized that the duty of loyalty is heightened for a key employee such as Bouchard and that he was bound by explicit contractual language concerning exclusivity, fidelity to Millenium’s interests, and avoidance of conflicts of interest.
However, after analyzing the evidence, the TAT concluded that Bouchard’s conduct in March 2022 did not amount to a disloyal diversion of business. It stressed that Bouchard first directed the contractor’s estimator to Millenium; that the estimator had been turned away twice and told no one else could assist; that he faced a hard deadline to price the anchoring devices; and that Bouchard’s intention in contacting competitors was to help the client obtain a price so that Millenium could, upon his return, sell the anchors and retain the client relationship. The TAT found there was no evidence that the competitor A, or G, actually obtained a sale or profit from the episode. It also found that Bouchard neither owned nor worked for A at the relevant time and received no benefit from his contacts.
On this basis, the TAT held that Millenium had not proven a genuine violation of Bouchard’s duty of loyalty or the contractual exclusivity/conflict-of-interest clauses; at most, Lortie’s belief rested on unverified suspicions and incomplete inquiry, particularly his failure to contact the actual estimator who had spoken to Bouchard. The tribunal further considered the broader employment context and concluded that the dismissal was not supported by a just and sufficient cause under article 124 LNT.
As to remedy, Bouchard sought reinstatement. The TAT applied established Quebec appellate guidance that reinstatement is the normal and primary remedy when a complaint under article 124 LNT is upheld, and that the employer bears the burden of proving a real and serious obstacle making reinstatement impossible or impracticable. Millenium argued that trust had been permanently destroyed, that Bouchard had effectively “lied” at the 9 November 2022 meeting when he denied diverting business, that relations with colleagues and management were strained, and that Bouchard had also filed a psychological harassment complaint. The TAT rejected these arguments. It held that the alleged “lie” flowed logically from Bouchard’s denial of a misconduct he had not in fact committed; that the alleged loss of trust was rooted in subjective impressions and unproven suspicions; and that earlier interpersonal incidents had been resolved by apologies and did not resurface. The TAT also viewed the harassment complaint as part of Bouchard’s experience of exclusion and lack of support, not as a bar to reinstatement.
Finding no serious and real obstacle to his return, the TAT ordered (1) annulment of the dismissal; (2) reinstatement of Bouchard in his employment; and (3) payment of an indemnity equal to the salary and other employment benefits of which he had been deprived due to the dismissal, pursuant to article 128 LNT. The decision did not quantify this indemnity into a fixed dollar figure within the text of the Superior Court judgment that you provided.

The judicial review before the Superior Court

Millenium brought an application for judicial review (pourvoi en contrôle judiciaire) under article 529 of the Code of Civil Procedure, challenging the TAT’s 30 June 2025 decision. It also sought a stay of execution, which the Superior Court rejected by separate judgment on 31 July 2025. On the merits of the review, Millenium advanced two principal arguments.
First, it argued that the TAT’s conclusion that there was no just and sufficient cause was unreasonable. It claimed the TAT had ignored or minimized a serious appearance of conflict of interest and breach of loyalty by Bouchard when he involved competitors during his sick leave. It relied heavily on article 2088 C.c.Q. and the explicit contractual exclusivity and conflict-of-interest language, contending that an employee in Bouchard’s key sales role cannot lawfully aid competitors in relation to the employer’s client, regardless of whether the employer ultimately lost profits.
Second, Millenium argued in the alternative that even if the TAT’s analysis of cause was reasonable, its order of reinstatement was unreasonable. It claimed that reinstating Bouchard would impose an untenable obstacle given his central client-facing role, the alleged irreparable breakdown of trust, prior behavioural issues, his harassment complaint accusing the employer of making his life “hell” and causing him illness, his later work for competitor A in 2024, and the alleged abolition of his former position.

Standard of review and legal framework

The Superior Court applied the “reasonableness” standard from the Supreme Court of Canada’s decision in Canada (Minister of Citizenship and Immigration) v. Vavilov. There is a strong presumption that reasonableness is the applicable standard for judicial review of administrative decisions on the merits, which may be displaced only in limited circumstances such as statutory indications to the contrary or questions requiring correctness to protect the rule of law. The court noted that the TAT has exclusive jurisdiction over complaints under articles 124 and following of the LNT, and its decisions are protected by a privative clause, placing this case squarely within its core area of expertise. Accordingly, reasonableness was the proper standard.
The court emphasized that, under reasonableness review, its role is not to reweigh the evidence or decide de novo whether Bouchard should have been dismissed. Instead, it must determine whether the TAT’s decision is internally coherent and made in light of the legal and factual constraints, without fundamental gaps in logic or misapprehensions of the evidentiary record. The burden lies on Millenium, as the party challenging the decision, to show unreasonableness.

Assessment of the dismissal for just and sufficient cause

On the first ground, the Superior Court examined how the TAT addressed the duty of loyalty and the alleged diversion of business. It accepted that the TAT had correctly recognized the elevated intensity of the duty of loyalty for a key employee and the relevance of the contractual exclusivity and conflict-of-interest clauses. It then focused on whether the TAT’s factual inferences and characterization of Bouchard’s March 2022 conduct were unreasonable.
The court highlighted that the TAT reasonably took into account: that Bouchard initially directed the contractor’s estimator back to Millenium; that the estimator reported having been twice turned away without assistance; that an urgent next-day bid deadline existed; that Bouchard sought only pricing from competitors to enable the contractor to submit a bid; that no sale was ultimately made to anyone; and that Bouchard had no ownership, employment, or remunerated relationship with competitor A at the relevant time. When the TAT concluded that Bouchard’s conduct was essentially an effort to salvage a client relationship where Millenium had failed to respond, rather than a disloyal diversion to a competitor, the Superior Court regarded this as a legitimate and rational interpretation of the evidence.
The court also underscored that Lortie’s belief that Bouchard had been disloyal rested heavily on second-hand comments from the contractor Tremblay and that he did not interview the actual estimator, Lauzier, who had dealt with Bouchard directly. The TAT’s conclusion that the dismissal was based on unverified suspicions and incomplete investigation was open to it on the record. Further, the TAT’s comparison of Millenium’s case to other precedents—where employees directly diverted customers to cheaper competitors or encouraged them to stay with competitors—showed that the present facts were meaningfully different and did not fall within the same category of serious disloyalty.
In light of this, the Superior Court found that the TAT’s conclusion that Millenium had not proven a just and sufficient cause for dismissal under article 124 LNT was reasonable. The decision fell within the range of acceptable outcomes and contained no fundamental evidentiary misunderstanding. The court therefore declined to interfere with the TAT’s finding that Bouchard’s dismissal was unjustified and that the employer had failed to meet its burden.

Assessment of reinstatement as a remedy

On the second ground, the Superior Court reviewed the TAT’s order that Bouchard be reinstated. Drawing on Quebec Court of Appeal authority (notably Carrier v. Mittal Canada inc.), it reiterated that reinstatement is the normal remedy when a complaint under article 124 LNT is upheld; it is not merely available but presumptive. The TAT must order reinstatement unless the employee waives it or the employer proves a real and serious obstacle making reinstatement impossible or impracticable. The employer therefore bore the onus to adduce specific evidence showing why Bouchard could not be returned to work.
The court observed that the TAT had expressly rejected Millenium’s argument that trust had been irrevocably broken, characterizing the alleged loss of confidence as based on unfounded suspicions. It had also addressed the accusation that Bouchard “lied” in the 9 November 2022 meeting by denying a diversion of business. Once the TAT determined that no real diversion or disloyal act had occurred, it was logically consistent to view Bouchard’s denial as a denial of a false accusation, not a deliberate lie undermining trust.
Regarding past interpersonal conflicts with colleagues, the TAT had noted that Bouchard received only a verbal warning and had apologized, and that the affected colleagues did not hold the incidents against him or revive them afterward. Concerning his relationship with Lortie, the TAT found that, as the companies grew, Bouchard no longer formed part of Lortie’s inner circle and that Lortie had admitted to having limited regular contact with Bouchard by the time of his medical leave. These factors suggested that personal friction, while present, did not rise to a level that would make coexistence or collaboration impossible upon reinstatement.
The Superior Court also noted two additional points raised by Millenium on judicial review: the alleged abolition of Bouchard’s position and his later work for competitor A in 2024. The court found that the alleged abolition of the position had not been pleaded or proven before the TAT, so the TAT could not be faulted for not addressing it. With respect to the 2024 work for A, the evidence was that Bouchard started there about two weeks before a May 2024 hearing date—long after his December 2022 dismissal—and this was not developed as a central issue in the TAT proceedings or reflected in its decision. The court observed that it is inconsistent for a party to withhold or under-develop an argument or evidence at first instance and then rely heavily on it at the judicial review stage.
Although the TAT’s reasoning on reinstatement was concise and did not canvass every item of evidence in detail, the Superior Court held that a decision’s adequacy is assessed in light of its overall transparency and coherence, including implicit reasoning. Here, reading the TAT’s decision as a whole, the Superior Court concluded that it had considered the main factors and reasonably determined that Millenium had not met its burden to demonstrate a serious obstacle to reinstating Bouchard.

Outcome and financial consequences

The Superior Court ultimately held that Millenium had not shown that the TAT’s decision suffered from any fundamental flaw, evidentiary misapprehension, or legal error that would render it unreasonable. The TAT’s conclusions on both the absence of just and sufficient cause for dismissal and the appropriateness of reinstatement were within the acceptable range of outcomes in light of the legal framework and the record.
For these reasons, the Superior Court dismissed Millenium’s application for judicial review and confirmed the TAT’s 30 June 2025 decision. The court ordered that the judicial review be rejected with costs (“avec les frais de justice”). As a result, the successful party in the overall litigation sequence is effectively Bouchard, whose unjust dismissal complaint and reinstatement order remain in force. The TAT’s remedial order requires that he be reinstated and paid an indemnity equal to the salary and benefits lost between the dismissal and reinstatement, but neither the TAT decision (as summarized in the judgment) nor the Superior Court’s judgment specifies any exact dollar value for this indemnity or for the court costs. Accordingly, the total monetary award and costs in favour of the successful party cannot be determined from the text provided.