Executive Summary: Key Legal and Evidentiary Issues

• Gildan sought copies of two client files held by its former law firm, Norton Rose, relating to a 2023–2024 proxy contest over the removal and reinstatement of former CEO Glenn Chamandy.
   
• Norton Rose sought to force the intervention of Gildan's former independent directors, who claimed the files were protected by solicitor-client privilege.
   
• Quebec's Superior Court determined that the former directors' participation constituted a forced intervention rather than a voluntary one, rejecting both of Gildan's procedural oppositions.
   
• Disclosure obligations were imposed on Norton Rose regarding invoicing, conflict checks, and confidentiality measures tied to the disputed files.
   
• A separate judgment addressed objections raised during the examination of Mr. Chamandy concerning legal services Gildan received from a different firm, Stikeman Elliott.
   
• The court found that information about Stikeman's mandates — including matter names, opening dates, and billing details — remained privileged and that Gildan had not waived that privilege.
   

Facts of the case

The dispute arises from one of the largest proxy contests in recent Canadian corporate history. In December 2023, Gildan Activewear announced that its founder and then-CEO, Glenn Chamandy, had stepped down; Vince Tyra became CEO. Certain activist shareholders, including the Browning West group, publicly and judicially advocated for Chamandy's reinstatement and sought the removal of directors who had supported his departure. The dispute was also tied to a proposed sale of the company (the "Sunrise Project"), which Chamandy opposed. During this period, Gildan retained Norton Rose Fulbright Canada to advise on the succession process, to represent it against the activist shareholders, and to advise the board on the Sunrise Project and directors' potential liability. Gildan estimated that Norton Rose billed it more than $15 million over the relevant period. The judgment separately estimates the total cost of the broader proxy fight at US$70 million [a news source cited by the court in support of this figure carries a headline referencing US$77 million in expenses — the two figures are not reconciled in the record].

The proxy contest ultimately failed from the board's perspective. A first group of former directors resigned on May 1, 2024, with the remaining directors, including Mr. Tyra, resigning on May 23, 2024. Chamandy was then reinstated as CEO, and a new board was elected. Norton Rose subsequently closed its active files for Gildan. Gildan asked Norton Rose to turn over its files, but Norton Rose withheld two specific files — one concerning advice to the Corporate Governance and Social Responsibility Committee, and one concerning the Browning West court application — after the former directors asserted that these files were protected by solicitor-client privilege belonging to them, not Gildan.

Gildan filed an application for declaratory judgment and permanent injunction seeking an order compelling disclosure. Norton Rose, seeking to remain neutral on the privilege dispute, applied to have the former directors added to the proceeding so they could assert their own position. Gildan opposed this on two successive occasions, arguing first that the grounds were too vague, and later that any proper participation by the former directors should be characterized as a voluntary rather than forced intervention. The former directors separately sought advancement of legal fees from Gildan and, in a related action, claimed more than $25 million allegedly owed under a deferred share unit plan; Gildan counterclaimed, alleging the former directors had engaged in board-entrenchment conduct in breach of their fiduciary duties.

A later dispute arose during the pre-trial examination of Mr. Chamandy in February 2026, concerning four objections raised by Gildan to disclosing details of legal services it had received from another firm, Stikeman Elliott, during the same period, which the former directors argued would help establish who Norton Rose's true client had been.

Policy and legislative provisions at issue

The proceedings engage several provisions of Quebec's Code of Civil Procedure, including the framework for forced and voluntary intervention (arts. 184–188 C.p.c.), the guiding principles of proportionality and procedural cooperation (arts. 17–20 C.p.c.), and the rules governing pre-trial document production and examinations (arts. 169, 221, 228, and 251 C.p.c.). The privilege dispute also engages Quebec's Charter of Human Rights and Freedoms (art. 9), which recognizes professional secrecy as a quasi-constitutional right, alongside principles governing the scope of solicitor-client privilege and the requirements for a valid waiver.

Reasoning and analysis

On the characterization of the former directors' participation, the court held that Norton Rose's filing was a request for forced intervention, and that nothing in the subsequent procedural history — including the former directors' detailed pleading setting out their interest — converted this into a voluntary intervention, since voluntary intervention requires that the intervening person not already be a party, which was not the case once Norton Rose's request had been filed. The court found the former directors' presence necessary both to permit a complete resolution of the dispute and to ensure any judgment would bind them, since no other party intended to advance arguments on the privilege question. Gildan's two oppositions were accordingly rejected. On document disclosure, the court ordered Norton Rose to confirm the completeness of its invoices and provide specified information about the disputed files, finding this information relevant to identifying Norton Rose's true client and, for the most part, not protected by privilege, while deferring any ruling on how the underlying disputed documents themselves should ultimately be reviewed.

In the later judgment on the Stikeman Elliott information, the court applied a two-step privilege analysis: first, whether the information fell within the scope of privilege, and second, whether the privilege had been waived. The court found that the names of legal matters, their opening dates, invoice details, and dates of last billed activity could each reveal the nature and timing of legal advice sought, and were therefore presumptively privileged, distinguishing this case from precedent permitting disclosure of aggregate legal fees on the basis that the information sought here was more granular and concerned matters not otherwise publicly known. On waiver, the court found that Gildan's limited disclosures — confirming only that a professional relationship existed with Stikeman during the relevant period — did not amount to a clear, voluntary, and unequivocal waiver, and that allegations made by the former directors, rather than by Gildan itself, could not trigger waiver on Gildan's behalf.

Ruling and overall outcome

In the October 2025 judgment, the court rejected both of Gildan's oppositions, declared that the former directors' participation resulted from Norton Rose's forced intervention application, and ordered Norton Rose to disclose specified categories of information within 30 days, while setting a timeline for identifying and conducting examinations. No monetary damages or costs were quantified; legal costs were ordered to follow the ultimate outcome of the proceeding. In the July 2026 judgment, the outcome favoured Gildan: the court maintained all four of Gildan's objections to disclosing information about Stikeman Elliott's legal services, finding the requested information privileged and not disclosed by waiver. As in the earlier decision, costs were again ordered to follow the outcome of the proceeding, with no specific monetary amount awarded at this stage.