Executive Summary: Key Legal and Evidentiary Issues

• Territorial jurisdiction was contested, with defendants seeking transfer of the case from Rouyn-Noranda to the judicial district of Québec under Article 41 C.p.c.
• Contractual election of domicile clause (Article 136 of the franchise agreement) designated Québec as the exclusive forum, though such clauses merely add an elected domicile rather than eliminate other jurisdictional options.
• Under Article 1387 C.c.Q., the place of contract formation is where the offeror receives acceptance — here, Québec — not where the accepting party signed.
• Burden of proof on territorial competence rested with the plaintiff, who failed to establish Rouyn-Noranda as the place of contract conclusion.
• Plaintiff's arguments on access to justice and financial hardship from travel costs were acknowledged but deemed legally irrelevant to the territorial competence analysis.
• A bankruptcy stay filed by a trustee in bankruptcy against Officium Franchiseur inc. adds a complicating procedural dimension to be addressed by the receiving court.

Venue dispute in a franchise contract claim: DeM Comptabilité inc. c. 9531-2800 Québec inc., 2026 QCCQ 2206

Background and facts

DeM Comptabilité inc. ("DeM"), a professional accounting firm operated by Émilie Rivard and based in Rouyn-Noranda, Québec, entered into a franchise agreement on November 8, 2021, with OfficiumLIVE. Under the agreement, DeM was to receive a suite of business services including accounting tools, bookkeeping support, telephony, back-office work, and an integrated ecosystem for clients and partners. On June 1, 2022, the franchise agreement was transferred by addendum to Officium Franchiseur inc., with both parties signing the addendum. In both instances, DeM's representative signed from Rouyn-Noranda while the franchisor's president, Arnaud Bertrand, signed from Québec City.

The franchise agreement also included an operating entity, 9531-2800 Québec inc., domiciled in Lévis, while Officium Franchiseur inc. was domiciled in Portneuf — both falling within the judicial district of Québec. On September 24, 2025, DeM filed a claim of $15,000.00 before the Small Claims Division of the Court of Quebec in the judicial district of Rouyn-Noranda, alleging contractual breaches by both defendants.

Procedural developments

On November 14, 2025, both defendants filed separate contestations along with multiple ancillary motions. 9531-2800 Québec inc. sought a transfer of the case to the judicial district of Québec and filed a forced intervention against Officium Franchiseur inc. Officium Franchiseur inc., for its part, sought the same venue transfer, filed a forced intervention against Émilie Rivard and Gestion DeM S.E.N.C., and also filed a counterclaim. On May 8, 2026, DeM contested the counterclaim and filed written observations opposing both the forced interventions and the venue transfer requests. The file was assigned to the Honourable Gabriel Gaudreault, J.C.Q., who received it on May 12, 2026.

The franchise agreement clause at issue

Article 136 of the franchise agreement contained an explicit election of domicile and forum selection clause. It stated that all claims, lawsuits, or disputes arising from the agreement would be submitted exclusively to a competent court in the judicial district of Québec, to the exclusion of any other district. The parties further agreed to elect domicile in the district of Québec for all dispute-related purposes, and the clause provided that if a partner failed to update their contact information on OfficiumLIVE, they would be deemed to have elected domicile at the office of the Superior Court in Québec for notification and service purposes.

Legal analysis: territorial jurisdiction

The court's analysis centered on Articles 41 and 42 of the Code of Civil Procedure (C.p.c.). Under Article 41, the presumed jurisdiction is that of the defendant's domicile — here, the judicial district of Québec. Article 42 provides exceptions, including the place where a contract was concluded, which a plaintiff may invoke to file in an alternative forum.

On the effect of the contractual forum selection clause, the court relied on the reasoning of Justice Pierre A. Gagnon in Deschesnes c. Construction Bugère inc., 2026 QCCQ 611, which traced the jurisprudence from the Court of Appeal's 1987 decision in Vidéo Jaklan inc. c. Cadieux through to Hydro-Québec c. Canmec Industriel inc., 2014 QCCA 919. The court confirmed that a contractually agreed forum does not strip the defendant's domicile of its status as the natural forum, nor does it prevent a plaintiff from invoking other options under Article 42 C.p.c. It merely adds an elected domicile as an additional venue. Therefore, Article 136 of the franchise agreement did not exclusively bind the parties to Québec in a manner that foreclosed other options — but neither did it support Rouyn-Noranda.

On the question of where the contract was concluded, the court applied Articles 1386 to 1388 of the Civil Code of Québec (C.c.Q.). Article 1387 C.c.Q. provides that a contract is formed at the time and place where the offeror receives the acceptance. Since Arnaud Bertrand, as the franchisor's representative, signed from and was located in Québec when he received DeM's acceptance, the contract was formed in the judicial district of Québec — not in Rouyn-Noranda, despite DeM having signed from there.

The court noted that DeM bore the burden of establishing facts grounding the jurisdiction of the Rouyn-Noranda court, yet its pleadings failed to address the place of contract conclusion. DeM argued instead that its professional activities, client relations, performance of accounting services, and the financial and operational impacts of the defendants' alleged breaches all occurred in the Abitibi-Témiscamingue region. It also raised access to justice concerns, citing the disproportionate cost, time, and logistical burden of litigating in Québec City. The court acknowledged these concerns but held they were not legally determinative factors in the territorial competence analysis.

Outcome

The defendants were the successful parties on the venue motion. The court found that both the natural forum under Article 41 C.p.c. and the place of contract formation under Article 1387 C.c.Q. pointed to the judicial district of Québec, which was further reinforced by the parties' contractual election under Article 136 of the franchise agreement. The case was ordered transferred to the Court of Quebec, Small Claims Division, at the Palais de justice de Québec, which was directed to manage all remaining matters, including the principal claim, the counterclaim, the forced intervention requests, and notably, a bankruptcy stay filed by a trustee in bankruptcy against Officium Franchiseur inc. — a procedural complication with potential implications for the proceedings against that defendant. The transfer was ordered without costs (sans frais). No monetary award, damages, or cost order was granted in this decision, as it dealt solely with the interlocutory venue question; the underlying claim of $15,000.00 remains unresolved and pending before the Québec district court.