Executive Summary: Key Legal and Evidentiary Issues

• No binding contract was ever signed between the parties, despite months of negotiations toward a cattle boarding arrangement.
• Central to the dispute was whether Maheu's abrupt withdrawal from negotiations entitled Gré du Vent to lost-profit compensation.
• Under Articles 2125 and 2129 of the Civil Code of Québec, a client may unilaterally terminate a service contract, and compensation is limited to actual expenses incurred before termination.
• Gré du Vent admitted it had incurred no specific expenses in anticipation of the proposed contract, which was fatal to its claim.
• Maheu's counterclaim for forage transport costs and lost time was dismissed because it had delivered the forage before insurance requirements were met, a business risk it assumed voluntarily.
• Personal liability of Gré du Vent's two partners was also raised but dismissed as moot following rejection of the counterclaim.

Facts of the case

In September 2023, La Ferme au Gré du Vent, S.E.N.C. ("Gré du Vent") and Ferme Gaétan Maheu Inc. ("Maheu") began negotiating a cattle boarding contract under which Gré du Vent would house, feed, water, and stable-clean Maheu's cows from December 2023 to May 2024, while Maheu retained responsibility for supplying forage. The parties exchanged several draft versions of the contract but never signed a final agreement.

From the outset, Maheu insisted that Gré du Vent obtain specific insurance coverage for the value of the animals and forage to be entrusted to it. One of Gré du Vent's two partners, Charles Cazelais, engaged insurance broker Valérie Fournier and communicated Maheu's coverage requirements to her. To ensure those requirements were fully met, Cazelais consented to direct communications between Fournier and Julie Ménard, Maheu's representative and spouse of its president, Sylvain Maheu; such communications began on 16 November 2023. On 20 November, Maheu delivered forage to Gré du Vent's stable ahead of any confirmed insurance coverage. On 24 November, Ménard texted Cazelais to follow up on the insurance confirmation, and on 27 November, Fournier sent Ménard the required confirmation by email.

Despite the insurance condition having been satisfied, Sylvain Maheu arrived unannounced at Gré du Vent's stable on 29 November 2023, driving a tractor with forage-transport equipment. He told Gré du Vent's representative (identified in the record as Madame Boudreau) that "ça ne fonctionnera pas" ("it won't work out"), without further explanation, then loaded and removed the forage. No further communication took place between the parties, and the contemplated contract was never concluded.

Gré du Vent subsequently put Maheu on formal notice by letter served on 27 December 2023, demanding payment of $10,920. Its court claim sought $2,580, representing the difference between the proposed contract price of $10,800 and the $6,250 price of a five-month animal wintering contract ultimately concluded with a third party. Maheu counterclaimed for $19,755.60, comprising $2,759.40 paid to a third party for forage transport and $16,996 for the value of Sylvain Maheu's time in retrieving the forage on 29 November.

Contractual and statutory framework

The court, following the reasoning of Justice Martin Tétreault of the same court in Bombardier c. 9334-0701 Québec inc. (Bonne Patte), 2022 QCCQ 4408, characterized the contemplated boarding agreement as a service contract governed by Articles 2098 and following of the Civil Code of Québec. Of particular relevance were Article 2125, which provides that a client may unilaterally terminate a service contract even after performance has begun, and Article 2129, which limits the provider's compensation upon such termination to actual expenses and disbursements incurred before notification of termination.

Reasoning and analysis

On Gré du Vent's claim, the court found that insurance coverage satisfying all of Maheu's requirements was a clear and essential condition to the conclusion of any binding contract. Although that condition was ultimately met on 27 November, Maheu had already decided by 26 November — before receiving the insurance confirmation — not to proceed. The court acknowledged that Maheu's conduct on 29 November was abrupt and discourteous, but found no evidence of bad faith or intent to harm Gré du Vent. The court reasoned that if a client may unilaterally terminate even a fully executed service contract without cause, it must follow, a fortiori, that a party may walk away from a contract not yet concluded. Critically, Gré du Vent admitted it had incurred no specific expenses in anticipation of the proposed contract, meaning it had no compensable losses under Article 2129. The lost-profit claim accordingly could not succeed.

On Maheu's counterclaim, the court identified an internal contradiction in Maheu's position: it maintained that no binding contract had been formed, yet simultaneously sought reimbursement for expenses incurred as though such a contract existed. The court noted that when Maheu delivered the forage to Gré du Vent's stable on 20 November, it had not yet received a compliant insurance confirmation — its own stated precondition. Maheu itself acknowledged having assumed a business risk in proceeding with that delivery. The court found that Gré du Vent had made no promise or representation that misled Maheu, and that all decisions — including the forage delivery and the choice not to proceed — were entirely within Maheu's control. Maheu was therefore required to bear the consequences of its own decisions. As for Maheu's attempt to engage the personal liability of Gré du Vent's two partners, Boudreau and Cazelais, the court dismissed this as moot given the rejection of the counterclaim, and additionally noted that under Article 2221 of the Civil Code, creditors of a general partnership (société en nom collectif) may only pursue partners personally after first exhausting the partnership's assets — a step not taken here. Both parties had also agreed that the partners were never intended to be personally bound by the proposed contract.

Ruling and overall outcome

The court, presided over by the Honourable Philippe de Grandmont, J.C.Q. of the Court of Québec (Small Claims Division), rejected both the main claim and the counterclaim in their entirety. Neither party prevailed on the merits; each was ordered to bear its own legal costs. No monetary award was granted to either side.