Executive Summary: Key Legal and Evidentiary Issues

• Marlo Turner, operating as Conseil Impact Social, claimed $11,669.96 for consulting services rendered to Projet 10, plus $500 in punitive damages, for a total claim of $12,169.96.

• Central to the dispute was whether Turner was authorized to perform the work she billed for, particularly between February 1 and February 28, 2024.
• Projet 10 argued that Turner acted outside her mandate and deliberately delayed hiring an interim administrator to generate additional billable hours.
• No evidence was presented by Projet 10 to establish that Turner's work was unnecessary, unauthorized, or harmful to the organization.
• The court found that the new board was aware of and implicitly approved Turner's ongoing work, including by permitting use of a board member's signature for urgent correspondence.
• Punitive damages were denied, as the delay in payment did not meet the statutory threshold under Article 1621 of the Civil Code of Québec.

Facts of the case

Projet 10 is a non-profit organization that promotes the development and well-being of youth from the 2SLGBTQIA+ community and works to prevent oppression. In the summer of 2023, serious internal conflicts between Projet 10's board of directors and its staff led to the mass resignation of all board members, effective September 27, 2023. Before resigning, the board adopted a resolution on September 27, 2023, retaining the services of Marlo Turner, operating as Conseil Impact Social (Social Impact Consulting), as transitional consultant — a contractor position — until a new board was elected, a new executive director was hired, and both were fully onboarded. Turner was also delegated authority to hire an interim administrator as soon as possible. Her assigned responsibilities included human resources supervision, maintaining partnerships, fundraising, and operations and finances.

The original service agreement covered the remainder of 2023. In early 2024, with no new board yet in place and staff unable to assume Turner's responsibilities, Projet 10 extended her contract by 60 hours. On January 19, 2024, Projet 10 confirmed this extension in writing, noting that the extra hours were based on the work she had already performed and that granting them would prevent administrative tasks from falling entirely on Projet 10 staff. The new board was formally appointed on January 22, 2024, and the interim administrator position was posted the following day, January 23, 2024. The record does not indicate when the position was filled.

Anticipating that the 60 additional hours would soon be exhausted and that the incoming leadership team would not be operational until at least early April, Turner submitted a proposed contract to the new board before its first meeting on January 30, 2024. At the meeting, the board requested more time to review the proposal. In the days that followed, board member Taharima Habib verbally confirmed that Turner could continue working through the end of February, while also asking her to prepare a shorter, three-week contract covering only February 2024. On February 12, 2024, when Turner informed the board through Habib that she had begun drawing on the new contract hours, Habib replied "lovely." On February 15, 2024, Habib authorized Turner to use her signature to transmit an urgent letter to the bureau de lutte contre l'homophobie et la transphobie, and the two continued exchanging work-related emails through February 29, 2024.

On February 28, 2024, Turner informed the board that she had worked 22.75 hours between February 6 and 27 and indicated she would bill for those hours in the first week of March. She also shared the updated "mini" contract for February, which she estimated at approximately $10,000. On Sunday, March 3, 2024, Projet 10 sent Turner an unattributed email informing her that the board had not approved her proposed contract for February and was terminating her contract with immediate effect, with no explanation provided and no prior indication that such a decision was forthcoming. Turner nonetheless ensured an orderly transition by sending follow-up emails, meeting with board members on March 9, 2024, to return office keys, a laptop, bank cards, and administrative documents, and submitting her invoice for services rendered on March 4, 2024.

On May 27, 2024, Projet 10's legal counsel formally refused to pay Turner's final invoice, asserting that the tasks billed were never discussed or approved by the board, that Turner had acted outside her mandate, and that she had never responded to the board's request for a revised short-term contract. Projet 10 further alleged that Turner had unnecessarily delayed posting the interim administrator position in order to generate additional income, and that none of the objectives of the original contract had been achieved.

Contractual terms at issue

The parties were bound by a consulting services contract under Article 2089 of the Civil Code of Québec. Under the terms of the September 27, 2023 resolution, Turner was retained as transitional consultant "until the election of a new board of directors, the hiring of a new executive director and onboarding of both is complete," with the board delegating to her "the authority to hire an interim administrator as soon as possible." As a service provider, Turner had free choice in the means of performing the contract and no relationship of subordination existed between her and Projet 10 (Article 2099 C.c.Q.). She was required to act with prudence and diligence and to ensure her services conformed to the contract (Article 2100 C.c.Q.), and to keep Projet 10 informed at all times of the nature, progress, and time spent on her work (Article 2102 C.c.Q.).

Court's reasoning and analysis

The court applied the civil standard of proof on a balance of probabilities, consistent with Articles 2803 and 2804 of the Civil Code of Québec. The burden rested on each party to prove the facts supporting its position, with the version rendered more probable on the evidence prevailing.

The court found that Projet 10 had failed to meet its evidentiary burden on all material points. It presented no evidence demonstrating that Turner's work was unnecessary, unhelpful, or outside the scope of her mandate. The claim that she deliberately delayed hiring an interim administrator was unsubstantiated: no specific errors in her performance were identified, and a witness who had been employed at Projet 10 during Turner's mandate corroborated her account that in the first three months, attending to the most urgent matters took priority over posting the interim administrator position. Projet 10 also failed to show that a three-month delay in posting that position was unreasonable in the particular circumstances of the case.

As for the authorization issue, the court rejected Projet 10's position that it was unaware of and had not approved Turner's work. The evidence showed that the new board was in continuous communication with Turner, knew she was preparing and finalizing urgent grant applications critical to the organization's continued funding, and actively approved her work — including by allowing her to use a board member's signature on urgent official correspondence and by reviewing and continuing to direct her work through the end of February 2024.

The court also found that Turner had, contrary to Projet 10's claim, in fact provided the requested three-week contract proposal. No satisfactory explanation was offered for why the new board refused to pay her after she had delivered the agreed work.

Ruling and overall outcome

The court allowed Turner's claim in full. Projet 10 was ordered to pay Marlo Turner, operating as Conseil Impact Social, the sum of $11,699.96, together with interest at the legal rate and the additional indemnity provided under Article 1619 of the Civil Code of Québec, calculated from April 4, 2024, plus $230 in court costs. The claim for $500 in punitive damages was denied, as the court held that a delay in payment does not give rise to punitive damages under Article 1621 C.c.Q., and in any event, the interest and additional indemnity under Article 1619 exceeded the $500 amount sought. Turner was the successful party.