Executive Summary: Key Legal and Evidentiary Issues

• Characterisation of the 21 September 2023 letter of intent as a binding bilateral promise to purchase shares versus a non-binding preliminary agreement.
• Existence of a concluded “transaction” (settlement contract) on 9 July 2025 based on offer and acceptance by email regarding price, payment terms and the vendor’s post-closing involvement.
• Assessment of “forte apparence de droit” for homologation of the alleged transaction, including whether subsequent communications were fresh negotiations or implementation of an agreement already reached.
• Risk of serious or irreparable harm if Gestion Allumetières Inc.’s shares or assets are sold, encumbered or its operations altered before the merits are decided, undermining any right to specific performance.
• Balance of convenience between preserving the status quo for the intended purchasers and the alleged constraints on the defendants’ freedom to manage or sell their company.
• Proper scope and duration of a safeguard order under arts. 49 and 158 C.p.c., and its relationship to an interlocutory injunction and to parallel proceedings in passation de titre and homologation.

Factual background and negotiations over the share sale
Société immobilière Bluesun inc. (SIB) is a real estate management company that sought to buy all the issued and outstanding shares of Gestion Allumetières inc. (GA), a service business controlled by its president and majority shareholder, Nicholas Girard. To facilitate the acquisition, SIB created a holding company, Groupe Bluesun inc. (GB), which later became codemanderess in the court proceedings. On 21 September 2023, SIB transmitted a letter of intent to purchase all of GA’s shares for CAD 320,000, signed by the parties on 29 September and 2 October 2023. The price was structured as CAD 160,000 at closing and a further CAD 160,000 payable in quarterly instalments over 12 to 18 months depending on GA’s revenues. The letter of intent was subject to conditions, notably that SIB would have access to GA’s corporate documents, accounting books and other records to perform due diligence and evaluate the value and profitability of the business before closing. It also fixed an initial transaction date of 1 October 2023 or another date agreed in writing, and set a timetable: 60 days of due diligence from receipt of the last requested document, followed by 30 days to sign the final agreement, after which the purchase agreement would expire unless the parties agreed to extend it.
The letter of intent contained key “policy-type” clauses regulating the sale process. First, the defendants undertook not to initiate or pursue discussions for the sale, in any form, of all or a substantial part of GA’s assets or its shares. In addition, they promised to inform SIB of the terms and conditions of any unsolicited offer received that would directly or indirectly target the acquisition of all or a substantial part of GA’s assets. These exclusivity and notification obligations lay at the heart of SIB and GB’s concern that GA might be sold to a third party while negotiations continued.
Over the following months, the parties exchanged multiple requests and transmissions of financial and administrative documents for GA, continuing up to October 2024. On 11 October 2024, the defendants informed SIB that another investor had expressed interest in buying GA’s shares. On 12 November 2024, SIB responded that some documents were still missing and indicated it hoped to complete the acquisition during the first quarter of 2025. The remaining documents and a power of attorney to allow SIB to complete its due diligence were only supplied on 2 April 2025.
On 7 April 2025, the defendants advised SIB that they considered the 21 September 2023 letter of intent to be null and void, arguing that SIB had failed to honour its commitment to close the transaction by the end of the first quarter of 2025 (i.e., by 31 March 2025). SIB replied with a formal demand on 15 April 2025, calling upon the defendants to comply with the letter of intent, cease negotiating or concluding any agreement with third parties, and respect the agreed non-solicitation and sale process obligations.

Initial proceedings: passation de titre and interlocutory injunction
On 12 June 2025, SIB filed an originating application seeking specific performance (passation de titre) and an interlocutory injunction. It asked the Superior Court to declare that the 21 September 2023 letter of intent constituted a bilateral promise to purchase that bound both sides. In support, SIB filed a draft share purchase agreement consistent with the letter of intent and sought orders compelling the defendants to sign that agreement and deliver the share certificates upon payment of the price by SIB and/or GB.
Together with forcing signature of the agreement, SIB requested an interlocutory injunction broadly aimed at preserving GA’s value and preventing its sale pending judgment. The proposed injunction prohibited: selling or otherwise disposing of assets outside the ordinary course of business without court authorisation; taking any steps—such as withdrawals, transfers, issuing shares, paying dividends or shareholder advances, redeeming shares, or selling know-how or other valuable elements—that would significantly alter GA’s financial position; diluting the share capital; taking steps toward liquidation, dissolution or division of the company; and pursuing any steps for a sale of GA’s assets or shares to third parties. SIB also sought updated financial and administrative documents, as well as all documents relating to any sale to third parties, and an order requiring the defendants to continue operating GA in the ordinary course.
Once the originating application was served on 12 June 2025, negotiations resumed. On 30 June 2025, SIB and GB submitted a counter-offer to buy GA’s shares for a higher price of CAD 350,000, still anchored in the original letter of intent but with modified terms: CAD 160,000 at closing and the remaining CAD 190,000 paid quarterly over 18 months. The counter-offer also addressed the defendant’s role in transferring the business, proposing that Nicholas Girard provide handover assistance for three weeks and supply updated financial information. On 7 July 2025, the defendants’ counsel responded that their client accepted the main conditions: a fixed price of CAD 350,000, an assistance period starting immediately, Girard working remotely as of August 2025, a closing date of 1 August 2025 on which the buyers would become owners, and payment of the first instalment on the closing date.
On 9 July 2025, the plaintiffs’ lawyer confirmed what he described as an “entente de principe” on those points and sent a draft share purchase agreement. On 16 July 2025, SIB and GB withdrew their interlocutory injunction motion sine die, signalling that the parties were moving towards finalising a negotiated solution. The parties met on 17 July 2025 to finalise the wording, and a final version of the purchase agreement was sent by the plaintiffs on 22 July 2025. A clause titled “interdiction de disposition” had been inadvertently removed and was re-inserted in a corrected version, which the plaintiffs signed and sent on 24 July 2025, saying it reflected the full terms of the parties’ agreement.
On 28 July 2025, without involving counsel, the parties exchanged further communications. The defendants proposed to reduce the price to CAD 300,000 if the entire amount were paid in cash at closing. The plaintiffs refused to entertain new negotiations, insisting that the submitted agreement reflected their final deal and was not open to renegotiation, as it had already been negotiated and accepted.

Modified proceedings and the move to a safeguard order
On 29 July 2025, SIB amended its originating application to add GB as co-plaintiff, consistent with the original letter of intent that contemplated SIB and/or a corporation to be created as the purchaser. The amendment added allegations that an agreement had been reached on 9 July 2025, encapsulated in the final version of the share purchase agreement signed by the plaintiffs and filed as an exhibit. The plaintiffs also adjusted their conclusions to seek a declaration that this specific purchase agreement was valid and enforceable, and to obtain orders compelling the defendants to sign it.
On the same date, the plaintiffs filed a separate application to homologate a “transaction” (settlement) allegedly concluded on 9 July 2025, relying in particular on the 7 July email from defendants’ counsel accepting the key terms. They coupled this with an application for a safeguard order, seeking essentially the same interim measures previously demanded under the interlocutory injunction. The requested safeguard order aimed to: prevent any sale or disposition of GA’s assets outside the ordinary course of business; stop any steps that could materially change GA’s financial position; prohibit any dilution of share capital; bar liquidation, dissolution or division of the company; and halt any steps toward a sale of GA’s shares or assets to third parties. It also sought to compel the continuation of GA’s business operations and, in the event the defendants failed to do so, to authorise the plaintiffs to apply for appointment of a provisional administrator.
The plaintiffs argued that urgent safeguard measures were necessary to stop GA’s sale to another buyer and preserve the value of the share capital and ongoing business operations pending judgment on the homologation of the alleged 9 July 2025 transaction. They said there was a strong appearance of right that a binding transaction had been concluded when the defendants accepted the 7 July 2025 proposal. The defendants countered that the original 21 September 2023 letter of intent was defunct because the plaintiffs had not respected its timelines, so the specific performance claim (passation de titre) attacked a non-existent juridical act. They further argued that negotiations in July 2025 were conducted with GB, a different party, and that the email exchanges after 7 July 2025 showed only ongoing negotiations, not a concluded settlement. Finally, they contended that a safeguard order could not be used as a de facto substitute for an interlocutory injunction.

Legal framework: transaction, contract formation and safeguard jurisdiction
The Court began by setting out the legal framework for a safeguard order under art. 49 para. 2 C.p.c., which grants courts all powers necessary for the exercise of their jurisdiction, including issuing injunctions and safeguard orders for such time and conditions as they see fit. A safeguard order is also a case management tool under art. 158(8) C.p.c., with a maximum duration of six months. Functionally, it resembles a provisional injunction and is subject to the same criteria: appearance of right, serious or irreparable prejudice, balance of convenience and urgency, to be assessed globally.
Where the relief is mandatory—compelling a party to do or refrain from specific actions—the applicable threshold is a strong appearance of right, as articulated by the Supreme Court of Canada in R. v. Société Radio-Canada for mandatory interlocutory injunctions and applied by Québec courts to mandatory safeguard orders. A safeguard order is meant to be a temporary, discretionary, conservatory measure to maintain the status quo and protect the parties’ rights until a final decision is rendered on a full evidentiary record. It should not, save in exceptional circumstances, effectively dispose of the merits, unless refusing the order would render a later favourable judgment ineffectual.
The Court then recalled the Civil Code’s rules on contract and transaction. A “transaction” is a contract by which parties prevent or terminate a dispute through reciprocal concessions and is indivisible as to its object. A contract is formed by the exchange of consent between capable parties, through express or tacit manifestation of acceptance of an offer that contains all essential terms and reflects the offeror’s intention to be bound upon acceptance. Jurisprudence requires, for the existence of a transaction, that it aim to end or prevent a dispute, be based on reciprocal concessions or reservations, and include agreement on its essential elements.
Applying these principles, the Court analysed the plaintiffs’ application as a safeguard in support of the homologation proceeding. It noted that in the background there also remained a passation de titre action based on the letter of intent. The key question at this stage was not finally to decide whether a transaction existed, but whether there was a strong prima facie case that the parties had reached a binding agreement on 9 July 2025.

Assessment of appearance of right and risk of prejudice
On the appearance of right, the judge found that the price and the terms of Nicholas Girard’s post-closing assistance—both essential elements of the alleged transaction—were accepted in the 7 July 2025 email from defence counsel. The subsequent email from plaintiffs’ counsel confirming an “entente de principe” on these points supported a strong prima facie case that the parties had concluded a transaction comprising the core elements of the sale. The defendants’ argument that later exchanges on 28 July 2025 demonstrated a resumption of negotiations, thereby nullifying any prior agreement, was reserved for the merits. At this stage, the judge noted that in the 28 July correspondence the plaintiffs expressly affirmed that the agreement was not open to renegotiation because it had already been negotiated and accepted, which aligned with their theory that a transaction had already been struck.
On serious or irreparable prejudice, the Court accepted that without a safeguard order the plaintiffs risked losing the opportunity to buy GA’s shares if the company or its assets were sold to a third party. This would deprive them not only of the specific asset they bargained for but also of the agreed means of execution in kind under the transaction. The Court emphasised that as GA is a service business, its value is closely tied to its ongoing operations and clientele, and the arrangement for Girard to assist in transferring the client base was integral. Any cessation of operations, accumulation of debt, payment of dividends, or other actions that would reduce GA’s value could cause substantial damage and render a future judgment ordering specific performance or homologating the transaction practically useless. Citing analogous case law, the judge highlighted that if the assets or shares in question were transferred to a third party, the plaintiffs would be barred from demanding execution in kind and would thereby suffer serious, potentially irreparable harm.
In balancing convenience, the Court considered that the potential prejudice to the defendants—being temporarily restricted from extraordinary transactions and constrained in certain aspects of corporate decision-making—was less significant than the prejudice to the plaintiffs if no order were granted. If the plaintiffs ultimately lost on the merits, the defendants could still sell their shares to a third party; by contrast, if the plaintiffs eventually succeeded, the sale of GA or dissipation of its value during the proceedings would have irreversibly extinguished their right to specific performance. The judge rejected the contention that the requested orders would “paralyse” the business, explaining that the restrictions targeted only acts outside the ordinary course of GA’s operations. Maintaining the status quo and avoiding erosion of GA’s value clearly favoured issuing a safeguard order.
On urgency, the defendants argued that the age of the letter of intent and the prolonged negotiations undermined any claim of urgency. The Court, however, focused on the more recent sequence: the alleged 9 July 2025 agreement, the express confirmation that another investor existed (and that discussions with that investor had only been put “on ice” for a set period), and the plaintiffs’ rapid filing of the safeguard application on 29 July 2025. In these circumstances, the risk that the defendants would contract with a third party was real and imminent, and the short delay between the alleged transaction and the application confirmed urgency. The judge also underlined that the safeguard order was necessary to prevent the final judgment on passation de titre or homologation from becoming ineffective or illusory.

Scope and duration of the safeguard order
The Court then turned to the proper temporal scope of the safeguard order. It stressed that a safeguard order is inherently provisional and must not become a stand-in for an interlocutory injunction by default. Citing the Court of Appeal, the judge recalled that a safeguard is a discretionary case-management tool to bridge the gap between provisional relief and interlocutory proceedings and should be of short duration, particularly where there is an underlying injunctive claim. Here, the plaintiffs had originally sought an interlocutory injunction within the passation de titre action but later withdrew it sine die after negotiations progressed. The new safeguard application replicated, in substance, the earlier injunctive conclusions and was lodged in a context where two related procedures co-existed: an amended passation de titre claim requiring a protocol of the instance, and a homologation application proceeding by simple notice of presentation under arts. 527–528 C.p.c.
Given this procedural structure, the judge concluded that it was inappropriate to grant a safeguard order lasting until final judgment on the merits of the homologation application. Instead, the order should operate for a short, defined period while the Court convened the parties for case-management to set the next steps and timetable. This approach respected the nature of a safeguard order as a temporary, conservatory measure and avoided effectively transforming it into an interlocutory injunction without the usual procedural framework.

Final orders and overall outcome
In conclusion, the Superior Court allowed the plaintiffs’ application for a safeguard order in part. It ordered all officers, directors, representatives, employees of GA—explicitly including Nicholas Girard—and any person acting under their authority or control to refrain from: selling or otherwise disposing of GA’s assets or shares outside the ordinary course of business without court authorisation; carrying out withdrawals, transfers or other operations that could significantly affect GA’s financial situation, such as issuing shares, declaring dividends, making shareholder advances, redeeming share capital or selling all or part of GA’s assets, know-how or other elements of value; diluting GA’s share capital by withdrawals, transfers or other acts, including issuing new shares or altering the capital structure; taking any steps aimed at liquidating, dissolving or splitting up the company; and initiating or pursuing any process to sell GA’s assets or shares to third parties. The Court further ordered GA and Girard to continue operating GA’s business and financial affairs in a commercially reasonable manner, preserving the company by continuing to provide services and honour existing contracts. Any actions already undertaken that contravened these orders had to cease immediately. The safeguard order was made valid for 30 days, with the case adjourned to 2 September 2025 for a practice-court management session, and the judgment was declared provisionally enforceable notwithstanding appeal. The Court declined, at this stage, to authorise appointment of a provisional administrator if the defendants failed to comply.
As a result, the successful party in this safeguard judgment is the plaintiffs, Société immobilière Bluesun inc. and Groupe Bluesun inc., who obtained time-limited protective orders preserving the status quo and their potential right to specific performance, but no damages, costs or quantified monetary relief were awarded or fixed, and the total amount ordered in their favour therefore cannot be determined from this decision.