Executive Summary: Key Legal and Evidentiary Issues

• Dispute over whether the brokerage agreement between Royal LePage Urbain and Guy Brassard was automatically renewed on 23 September 2024 and remained binding during the disputed months.
• Effect of sending a new draft brokerage agreement in October 2024 on the continued validity of the earlier, tacitly renewed contract, and whether this amounted to a unilateral termination by the agency.
• Application of contractual clauses on monthly operating fees, JLR tool charges, non-refundable royalties, penalties for late payment, automatic renewal, and 30-day notice of termination.
• Interaction between the renewed contract and the Loi sur le courtage immobilier, particularly the broker’s obligation to remain attached to one agency and to have his establishment at that agency for November 2024.
• Evidentiary weight of the broker’s continued occupation of the office, failure to give notice, and historical pattern of late payments in assessing his obligation to pay fees despite alleged lack of activity.
• Determination of the broker’s liability for unpaid fees for October and November 2024 and for one additional month in lieu of contractual notice, plus late penalties and court costs.

Facts of the case

Royal LePage Urbain is a real estate agency, and Guy Brassard is a licensed real estate broker who operated under its banner. Their relationship was governed by a written “Convention de courtier immobilier ou agréé” signed on 23 September 2021. Under this agreement, the agency agreed to provide the broker with access to its installations and equipment. In return, the broker undertook to pay monthly operating fees and royalties, including fixed monthly amounts plus applicable taxes and an additional monthly fee for the JLR tool. The contract also contained provisions on penalties for late payment, non-refundability of royalties when termination occurs mid-month, and an automatic annual renewal mechanism.

Over time, the parties allowed the original 12-month term to renew automatically on its anniversary date, so that by 23 September 2024 the agreement had already been tacitly renewed twice. Royal LePage maintained that on 23 September 2024 the contract renewed again, on the same terms, for a further 12-month period. At that point, nothing indicated to the agency that Brassard wished to leave, and he continued to occupy his office space at the agency.

The dispute arose when Brassard stopped paying the contractually agreed fees and then left the agency. Royal LePage issued invoices for October, November and December 2024, including a contractual penalty of $400 for unpaid invoices, arriving at a total of $4,123.01. A formal demand letter followed on 17 December 2024. Brassard, however, denied owing any amount, arguing that by its conduct the agency had effectively terminated the original contract as of 31 October 2024 and that he had no activity in November 2024 that could justify the fees.

Contract terms and renewal provisions

The convention contained several key clauses that framed the court’s analysis. Clause 7 obliged the agency to make its premises and equipment available to the broker. Clause 9 required the broker to pay, on the first day of each month, specified operating fees and royalties, including base fees and a monthly charge for the JLR tool. Clause 17 imposed a penalty for late payment of more than seven days, set at $50 per week or 2% per month. Clause 10, second paragraph, stipulated that royalties were non-refundable where the contract is cancelled during a month.

On duration and termination, clause 14 provided for a fixed term of 12 months from signature, subject to specific termination and renewal mechanisms. The agency could terminate on simple notice for any reason. The broker, if he wished to terminate, had to give 30 days’ notice, with a penalty equal to three months’ rent or the rent still outstanding under the contract. Crucially, clause 21 stated that the contract would be automatically renewed for a further 12-month term on each anniversary date unless either party notified the other at least 30 days in advance of its intention to terminate.

It was common ground that no timely advance notice of termination was given before 23 September 2024. The court therefore treated the contract as automatically renewed on that date, on the same terms, for another 12 months, unless some later conduct or agreement altered that result.

The October 2024 “new contract” and the parties’ conduct

The central factual and legal controversy focused on a new draft agreement that Royal LePage emailed to Brassard on 24 October 2024. The proposed contract was to run from 1 November 2024 to 31 October 2025 and contained materially different financial terms. It bore a different date (1 October 2024) and changed the structure and level of the broker’s financial obligations, including higher or reconfigured charges for EZMAX, JLR and rent. The agency sent follow-up emails on 31 October, 2, 3 and 4 November 2024, stating that the deadline to sign the new convention was 5 November 2024.

Brassard argued that this sequence showed that the original, tacitly renewed convention ended on 31 October 2024 and that the agency was effectively insisting on a brand-new contract, not a continuation of the old one. In his view, by proposing a new agreement starting 1 November 2024 and by emphasizing the need for his signature by 5 November, Royal LePage had unilaterally brought the prior contract to an end as of 31 October 2024. Since he never signed the new convention and claimed to have had no activity in November 2024, he said he owed nothing further for November or December.

The court examined not only the text of the emails and the draft agreement but also the parties’ subsequent conduct. There had been no preliminary negotiations about the content of the new contract; Royal LePage later explained that the changes arose mainly from legislative amendments affecting brokerage practice and were necessary to align its broker agreements with those new legal requirements. Brassard, as a licensed broker subject to the same legislative changes, did not dispute that such amendments had occurred or that they necessitated some contractual updating.

However, the email transmitting the new convention contained no clear notice of termination of the existing agreement. It did not state that the old contract would end if the new one was not signed, nor that failure to sign would compel the broker to leave the agency, much less on a specific timetable. After sending the draft and reminders, Royal LePage did not contact Brassard by phone or in person to confirm whether he accepted the new terms, nor did it act as though his silence amounted to an immediate termination. Correspondingly, Brassard did not inform the agency that he intended to change agencies; he remained in possession of his office until early December 2024, when he removed his belongings and the agency learned, via the OACIQ, that he had changed his banner.

Regulatory framework under the Loi sur le courtage immobilier

In addition to the contract, the court relied on the Loi sur le courtage immobilier. Article 6 requires that a broker have an establishment in Québec, and if he acts for an agency, that establishment is located at the agency. Article 11 prohibits a broker who acts for an agency from simultaneously acting for another agency or working on his own account.

Brassard did not notify Royal LePage that he intended to transfer his affiliation. The evidence showed that his official affiliation with another agency at the OACIQ was changed only on 29 November 2024. As a result, the court treated him, for the period from 1 to 28 November 2024 inclusive, as still acting for Royal LePage under the statute. This regulatory framework reinforced the conclusion that he remained bound by the renewed convention and owed the agreed monthly fees, regardless of whether he claimed to have carried out little or no brokerage activity during that month.

Assessment of the broker’s defences and factual credibility

The court found that Brassard provided no convincing explanation for his failure to sign the new draft convention, his decision to leave the agency, or his failure to give the contractually required 30-day notice. His past pattern of chronic late payment, coupled with Royal LePage’s prior leniency in not enforcing late-payment penalties, weighed against his claim that he was acting in good faith or that he genuinely believed he had no further obligations.

The judge rejected his assertion that he owed nothing for November 2024 because he had no activity. There was no evidence establishing an absence of activity, and in any event the contract did not make the broker’s payment obligation conditional on closing transactions or generating revenue in a given month. Fees and royalties were fixed monthly charges owed in exchange for access to the agency’s platform, tools, and premises, not merely a percentage of completed deals.

The court held that, by continuing to occupy the premises and failing to state clearly that he was terminating the relationship, Brassard left the agency in the dark about his intentions. In practical terms, the judge deemed that he only effectively gave the 30-day termination notice around 1 December 2024, when the OACIQ notified Royal LePage of his change of agency and he emptied his office.

Outcome and monetary consequences

On this analysis, the court concluded that the brokerage convention, automatically renewed on 23 September 2024, remained in force through the disputed period. The mere proposal of a new agreement did not, without clear notice or mutual consent, terminate the existing contract. Consequently, Brassard was held liable for the unpaid fees and royalties for October 2024, the same charges for November 2024 while he was still legally attached to Royal LePage, and an additional month corresponding to the 30-day notice period in December 2024. The contractual late-payment penalties also applied because he had failed to pay by the due dates.

The claim by Royal LePage for $4,123.01, representing monthly fees, royalties and the agreed late-payment penalty, was therefore granted in full. Applying article 340 of the Code de procédure civile, the court also awarded the successful party its legal costs. In the dispositive section, the judge ordered that Guy Brassard pay to Royal LePage Urbain the sum of $4,123.01, together with interest and the additional indemnity provided by article 1619 of the Code civil du Québec from 5 December 2024, plus $187 in court costs. In total, the fixed monetary amount in favor of the successful party, Royal LePage Urbain, is $4,310.01 (the principal contractual sum plus costs), with interest and the statutory additional indemnity to be calculated from 5 December 2024.