Executive Summary: Key Legal and Evidentiary Issues

• Dispute over the validity and performance of a 2015 Licensing Agreement granting Blinds to Go (BTG) exclusive territorial rights to commercialize DuraShutter window shutters and to use its own MorView branding.
• Central factual controversy about whether DuraShutter was genuinely “market ready” and about BTG’s actual manufacturing costs, which determined if any per-square-foot royalties were ever payable.
• Clear case of payment not owed when inventor David Blachley cashed a USD 75,000 cheque after already receiving the full USD 150,000 advance by wire, triggering restitution under the Civil Code of Québec.
• Trademark and IP enforcement issues concerning BTG’s MorView mark and use of BTG’s product images and marketing materials, and Blachley’s attempts to continue commercialization within the exclusive territory.
• Broad injunctive relief sought and granted, limiting both use of the patented technology and MorView mark in the defined territory and restricting disparaging or business-interfering communications with BTG’s network.
• Cross-application by Blachley for cancellation of the licence and multimillion-dollar damages failed due to lack of proof of misrepresentation, duress, or breach by BTG, and absence of reliable evidence of underpaid or unpaid royalties.

Background and formation of the licensing relationship

Blinds to Go Inc. is a long-established Canadian company that grew from a single Montreal store into a manufacturer and retailer of custom blinds and shades through its own branded outlets in Canada and the eastern United States. Its U.S. subsidiary, Blinds to Go (US) Inc., operates under the same corporate umbrella. Prior to this dispute, BTG did not manufacture window shutters and was exploring shutters as a new product line.
The defendant, California-based inventor David Blachley, owned several patents relating to shutter technology and promoted a product he called “DuraShutter”. Around 2015, mutual contacts introduced him to BTG’s president, Stephen Shiller. Through intermediaries Earl Takefman and Mark Bradlee, who were acting as Blachley’s representatives, DuraShutter was pitched as a unique, fully developed, cordless shutter already being courted by large retailers such as Home Depot and Lowe’s.
An early meeting took place at BTG’s New Jersey offices and factory, where Blachley provided samples, a video, and an aggressive sales projection, suggesting each BTG store could generate roughly USD 250,000 in DuraShutter sales annually. Negotiations explored several business models, including hiring Blachley on a USD 200,000 salary, equity worth USD 1 million, or a patent buyout. Parallel litigation between Takefman and Blachley in Florida over commissions complicated these talks.
Ultimately, the parties settled on a written Licensing Agreement, finalized through legal counsel. Shiller travelled to Miami in October 2015 to close the deal, and further discussions followed in Montreal. On 20 November 2015, accompanied by his lawyer and after annotating the draft by hand, Blachley signed the Licensing Agreement; Shiller signed in Montreal shortly thereafter.

Key contractual terms and structure of the deal

The Licensing Agreement granted BTG and its affiliates an exclusive licence to use the defined “Intellectual Property” (including listed U.S. patents, know-how and improvements) to manufacture, distribute and sell “Products” (window shutters) within a defined “Territory” (Canada plus ten specified U.S. states and Washington, DC). Outside that Territory, BTG held a non-exclusive licence. The contract expressly allowed BTG to use its own trademarks and branding with the product, which led to the adoption of BTG’s MorView brand for the shutters.
A central economic feature of the contract was the royalty and advance structure. BTG agreed to pay a USD 150,000 advance on royalties, subject to security being granted over the intellectual property and certain obligations being fulfilled. The advance was payable in two tranches of USD 75,000 each: one within 48 hours of execution and registration of the security interest, and the second upon completion of a defined “Test” period, but no later than 30 May 2016. The advance was non-interest bearing, and BTG retained a security interest, with a right to demand repayment or realize on its security in certain termination or non-repayment scenarios.
The royalty clause set a per-square-foot royalty of USD 5.00 on shutters sold by BTG, less “Costs” as defined. That definition limited Costs to direct labour, materials, and freight to the stores, expressly excluding factory overhead and indirect labour. Importantly, Costs were to be determined jointly, in good faith, upon completion of the Test. Any later cost fluctuations would not change the royalty rate, which in practice created an economic threshold: royalties would only be payable if actual Costs fell below USD 5 per square foot.
From BTG’s perspective, a simple fixed royalty per square foot would have been preferable and easier to administer. However, Blachley insisted on a structure that tied royalties to costs, and BTG accepted this model in the final agreement. The contract also contained termination provisions allowing the licensor to terminate for cause in defined situations, including if BTG sold no products for three consecutive years after the Test or if it failed to cure a material breach following notice.

Implementation difficulties and early problems with commercialization

Upon signing, BTG delivered a cheque dated 13 November 2015 for USD 75,000 against the first installment of the advance. Shortly afterwards, at Blachley’s request, BTG also wired USD 75,000 to his lawyers on the premise that the cheque would be destroyed to avoid clearing delays. BTG simultaneously issued a stop-payment order on the cheque.
Very soon after execution of the agreement, BTG discovered that DuraShutter was not, in fact, ready for industrial commercialization. Evidence from BTG’s research and development engineer, Mayte Jennings, demonstrated that essential elements for scaled manufacturing were missing: there were no complete engineering drawings, profiles, manufacturing processes, material specifications, tooling, size-based formulas or an established supply chain. Only minimal documentation was provided, insufficient even to obtain tooling bids from potential component manufacturers. This was inconsistent with the product being genuinely market-ready.
BTG’s business model generally relies on purchasing finished components and assembling shutters in-house, not on designing and manufacturing components themselves from scratch. In this case, BTG’s team had to undertake substantial re-engineering: they created designs, worked with vendors, and visited potential suppliers suggested by Blachley (including Frame America, Patrick Industries, and Triwood) to develop a viable manufacturing process. The limited quotes received were high, and none of the vendors had ready tooling. As a result, the original three-month target for bringing the product into stores proved unattainable; in reality, it took over a year to reach operational manufacturing.
Despite these challenges and even though the Test period had not truly been completed, BTG paid the second USD 75,000 installment by wire in May 2016, bringing the total advance paid to USD 150,000. Throughout this time, BTG continued investing in process development and tooling required to translate the DuraShutter concept into a reliable production-ready shutter under the MorView brand.

The disputed cheque and alleged overpayment

A key factual event occurred in November 2016: despite his earlier undertaking to destroy the physical cheque once the wire was received, and despite having already been paid the full USD 150,000 advance, Blachley deposited the original USD 75,000 cheque nearly a year after it was issued and months after the second installment had been wired. The U.S. stop-payment order had expired after one year, leaving the cheque still valid.
This resulted in BTG paying an extra USD 75,000 over and above the agreed advance. BTG’s president was surprised when he discovered the deposit, given the prior undertaking. BTG’s counsel sent a demand letter on 29 November 2016 seeking an explanation and reimbursement, but no immediate legal action followed.
In early 2017, BTG moved forward with commercialization under its own MorView trademark, which it registered in both Canada and the United States. The shutters were then marketed across Canada and the eastern U.S. under this branding, using BTG’s own product imagery and promotional materials. Evidence at trial suggested that production costs remained high—BTG’s internal estimate placed costs at roughly USD 15–16 per square foot, potentially reaching USD 20 with overhead. Actual sales volume was far below early projections; instead of the hoped-for USD 20 million per year, annual sales were around USD 400,000 total, split roughly evenly between Canada and the U.S. The judge accepted BTG’s evidence that the product was sold at a loss when installation was factored in, and that the USD 5 cost threshold for triggering royalties was never reached.

Deterioration of the relationship and pre-litigation correspondence

By 2017, dissatisfaction had set in. On 6 September 2017, Blachley sent a formal demand letter complaining about BTG’s handling of the MorView/DuraShutter product and seeking modification of the Licensing Agreement. He later followed up with another demand letter on 28 August 2019, purportedly unilaterally terminating the licence and alleging misconduct by BTG. The plaintiffs responded in September 2019, rejecting any unilateral termination, asserting the continued validity of the agreement, and demanding reimbursement of the USD 75,000 overpayment from the deposited cheque.
On 28 October 2019, through counsel, Blachley notified BTG that he considered the Licensing Agreement terminated and that he intended to resume manufacturing and selling the DuraShutter product himself. In the days that followed, he emailed BTG’s suppliers, sales representatives, and employees, asserting that the licence was at an end, threatening legal action if BTG’s network continued to deal in his shutter product, and invoking his rights under the patents and the DuraShutter brand. These communications were later found to be improper and formed part of the basis for injunctive relief.

Initial injunction proceedings and escalation into full litigation

In response, BTG commenced proceedings in November 2019. It filed an Application for Damages seeking restitution of the USD 75,000 overpayment (translated in the pleadings into CAD 101,302.50), and a separate Application for Injunctive Relief aimed at preventing Blachley from selling shutters covered by the Licensing Agreement and from interfering with BTG’s relationships by contacting its partners, suppliers, staff, and customers.
Blachley responded with a cross-application seeking judicial cancellation of the Licensing Agreement, alleging bad faith, breach of contract and unjust enrichment by BTG. He claimed “illegal profits” estimated at USD 3 million on sales since May 2016 and reserved the right to claim extensive further damages for lost royalties, opportunities, and lack of commercialisation. Over time he articulated even higher claimed figures in his written argument, ranging into the tens of millions of Canadian dollars, but without supporting expert or documentary evidence.
On 15 November 2019, the Superior Court granted a provisional injunction in favour of BTG. This order required Blachley to cease using the patent-protected products within the exclusive Territory, stop using the MorView trademark, refrain from communicating with BTG’s suppliers, stores, employees, partners, and customers in ways that could affect BTG’s brand or business, and to remove BTG-related photographs and materials from any websites he controlled. The injunction also recognized the urgency of the situation and allowed unconventional modes of service by email, secured by an interim surety of CAD 20,000 provided by BTG. The provisional injunction was extended by consent and then replaced by an interlocutory injunction in December 2019, pending trial.

Procedural history and conduct at trial

The matter was set down for trial in 2025. Shortly before the hearing, while represented by counsel, Blachley sought a postponement citing medical reasons preventing travel and preparation. The motion was denied for lack of credible supporting evidence. The following day, his lawyer moved to be removed from the record and was allowed to withdraw; the court nevertheless ordered that the trial proceed on schedule and directed that Blachley appear in person.
Instead of attending in person, he participated remotely via Microsoft Teams. Despite an earlier order requiring his presence, BTG and the court accepted this arrangement rather than further delaying the matter. The presiding judge went to some lengths to explain procedure and evidence to the now self-represented defendant, granting breaks, accommodating late-filed exhibits, and even allowing an unannounced witness, all to preserve fairness to both sides. At the same time, the court noted that, despite occasionally portraying himself as unfamiliar with the process, Blachley was intelligent, understood the proceeding, and showed a marked disregard for court rulings and for opposing counsel.
During and after the trial, he filed a series of additional motions and written submissions, including a Motion to Correct the Record, Admit Suppressed Evidence, and Order Emergency Hearing, and later a Supplemental Post-Trial Motion for Wage Enforcement, Provisional Execution, and Referral for Criminal Investigation. These applications relied on a mixture of new allegations and legal arguments, some referencing cases that appeared not to exist, and attempted to reopen evidence already ruled inadmissible or to introduce entirely new causes of action (such as wage enforcement) at a very late stage. Applying the Quebec Code of Civil Procedure and established case law on reopening hearings, the court found these motions procedurally defective, inadmissible, and substantively unfounded, and dismissed them all with costs.

Legal framework on restitution of payments not owed

One core issue was whether the extra USD 75,000 obtained through the late-deposited cheque had to be repaid. Under the Civil Code of Québec, articles 1491 and 1492 govern payments not owed, and article 1699 governs restitution of prestations. To succeed, BTG had to show that: a payment was made, no debt existed for that payment, and the payment resulted from error or a situation that falls within the provision’s protective scope.
On the evidence, the court found that BTG had already fully paid the USD 150,000 contractual advance through the two wire transfers and that the later deposit of the cheque created a pure overpayment of USD 75,000. There was no contractual or legal basis for this additional sum, and the defendant even admitted that “we needed the money, so I cashed it”, undermining any suggestion of good faith entitlement or symbolic purpose.
The court rejected arguments that the cheque had become some sort of “symbolic consideration” tied to alleged royalty disputes or that BTG’s purported earlier breaches justified self-help recovery. The Licensing Agreement did not authorize unilateral set-off or self-help measures of this sort, and the law does not allow a contracting party to “take justice into his own hands” by unilaterally appropriating additional sums beyond what the contract provides. Since the legal test for payment not owed was satisfied, restitution was ordered, with the amount converted into Canadian dollars at a rate favourable to the creditor as of the institution of the action, consistent with Quebec appellate authority.

Validity and interpretation of the licensing agreement

The court then examined the broader validity and continued enforceability of the Licensing Agreement. Under the Civil Code provisions governing consent (articles 1399, 1400, 1402 and related articles), a party seeking to annul a contract must prove that consent was vitiated by error, fear (duress) or lesion. The burden rested on the party alleging the vitiating factor—in this case, the defendant.
Despite his arguments, the court found no evidence of real fear or duress. The reference to the separate Florida litigation between him and Takefman, and Shiller’s related email, did not amount to coercion; at most, it reflected a desire to regularize third-party commission claims as part of the transaction. The contract itself expressly recognized the Status-One/Takefman commission dispute and built in a mechanism for mutual releases, suggesting a negotiated risk allocation rather than pressure. As Quebec law makes clear, a mere threat or risk of legal proceedings does not normally vitiate consent.
As for error or misrepresentation, the court found no proof that BTG had misled the defendant on essential elements. Complaints that BTG later mismanaged commercialization or redesign of the shutter went to performance, not to consent at formation. There was no showing that, had he possessed different information about BTG’s marketing strategy or cost structure, he would have refused to contract or would have insisted on fundamentally different terms. The fact that the relationship later deteriorated did not retroactively convert a negotiated business deal into a defective contract.
The termination provisions were also considered. The agreement allowed the licensor to terminate in defined circumstances, including where no product is sold for three consecutive years after the Test or where a material breach, once noticed, remains uncured. The evidence showed that BTG began manufacturing and selling MorView shutters in early 2017 and continued to do so thereafter in the Territory. Thus, the “three years of zero sales” trigger was never met. Nor did the evidence establish any uncured breach by BTG that would activate the contractual termination right. Assertions that the product had to be returned to the licensor if not adequately commercialised or that the agreement would self-destruct after a certain period were not grounded in the actual text of the Licensing Agreement.

Royalties, costs, and the failure of the cross-claim

A major plank of the defendant’s cross-application was the contention that BTG had underreported or inflated costs in order to deprive him of royalties, and that BTG had been unjustly enriched by selling large volumes of shutters at a profit without paying him. He advanced sweeping allegations of “illegal profits” and massive lost royalties, estimating that hundreds of thousands of units had been sold at high per-square-foot prices.
The court found no credible basis for these allegations. BTG’s evidence showed that production and installation costs pushed the effective cost close to or above USD 40 per square foot and that the shutters were sold at a loss or minimal margin. The defendant did not produce financial records, sales data, or expert cost analysis to contradict BTG’s figures. His own retailer witness, Kass Kassraie, actually confirmed that his estimated material and labour costs alone would likely exceed the USD 5 threshold, undermining the claim that the contractual royalty trigger had been met.
Moreover, the defendant’s own demand letters from 2017 and 2019 focused on different grievances—asserting that BTG was selling a different, more expensive shutter or had redesigned the product in breach of the agreement—rather than claiming cost manipulation or falsification at the time. This inconsistency weakened his position. In the absence of robust evidence of misreported costs, the court refused to infer that BTG had deliberately run a long-term money-losing product line simply to deprive the licensor of royalties, which the judge considered commercially implausible.
The court also noted the absence of any expert report on damages, sales volumes, or royalty calculations from the defendant, despite the technical and financial nature of those issues. Without reliable evidence of actual or potential royalties due, or of an entitlement to profits disgorgement, the claims for millions in damages could not succeed.

Trade mark, intellectual property and injunctive relief

Another key set of issues concerned BTG’s IP rights under the Licensing Agreement and in its MorView trademark. By registering MorView as a trademark and using it in connection with the licensed shutter product, BTG had developed brand recognition and goodwill in the market. Yet, even after the provisional injunction issued in 2019, the defendant continued to use the MorView name and to display BTG’s product images and promotional materials on his own website and in communications to third parties.
The Licensing Agreement gave BTG exclusive rights within the Territory to commercialize the DuraShutter-based product line using the defined patents and related intellectual property. Outside the Territory, he remained free to commercialize elsewhere, but he could not lawfully compete in those specified Canadian and U.S. markets with the same patented technology or by trading on BTG’s branding. The court accepted that such conduct risked confusing consumers and BTG’s business network and could harm BTG’s reputation and brand equity.
On this record, the court concluded that BTG was entitled to enforce both its contractual licence rights and its registered trademark rights. The permanent injunction granted on the merits largely mirrored and refined the earlier provisional and interlocutory orders. It restrains the defendant from using the patented shutter technology covered by the enumerated U.S. patents for manufacturing or selling shutters in the Territory, from using the MorView trademark, from hosting or sharing BTG’s proprietary images and marketing materials, and from communicating with BTG’s suppliers, employees, partners, and customers in ways that disparage BTG or discuss the Licensing Agreement, DuraShutter, or MorView shutters.
At the same time, the court pared back the requested communications ban to avoid overbreadth, making clear that while the defendant remains free to express himself and conduct business generally, he cannot engage in conduct that unfairly interferes with BTG’s contractual and IP rights or violates court orders.

Outcome and final orders

In its concluding section, the Superior Court resolved the three core issues before it: the status of the USD 75,000 cheque deposit, BTG’s exclusive rights and entitlement to injunctive relief, and the validity of the Licensing Agreement and related damages claims. It held that the late-deposited cheque produced an overpayment with no legal basis and that this sum, converted to Canadian dollars, must be repaid under the Civil Code’s provisions on payment not owed and restitution. It also held that the Licensing Agreement remained valid and enforceable, granting BTG exclusive commercialisation rights in the defined Territory, and that the defendant’s attempts to unilaterally terminate the contract and re-enter the market within that Territory were ineffective. Finally, the court found that his cross-application and subsequent motions were unsubstantiated and procedurally defective, and dismissed them with costs.
The successful parties in this litigation are Blinds to Go Inc. and Blinds to Go (US) Inc. The court granted their originating application for damages and their application for a permanent injunction, and awarded them their legal costs, although the exact quantum of those costs is not specified in the judgment. It condemned David Blachley to pay CAD 101,302.50 (the Canadian dollar equivalent of the USD 75,000 overpayment), together with interest at the legal rate and the additional indemnity under article 1619 of the Civil Code of Québec from 29 November 2016 onward. The judgment also ordered wide-ranging permanent injunctive relief in BTG’s favour regarding the use of the relevant patents, the MorView trademark, and communications with BTG’s commercial network, while dismissing all of the defendant’s cross-claims and ancillary motions, leaving BTG as the clearly prevailing party with a monetary award whose principal amount is fixed but whose total, once interest, indemnity and taxed costs are added, cannot be precisely calculated from the judgment alone.