Executive Summary: Key Legal and Evidentiary Issues

• Levoya Inc. sued Dr. Boctor Veterinary Medicine Professional Corporation for CAD $15,000 in unpaid consulting fees under a signed service agreement dated May 2, 2024.
• Boctor counterclaimed for CAD $12,000 in damages, alleging that Levoya's co-founder violated its privacy by contacting its TD Bank in Florida without consent.
• Central to the dispute was whether Boctor's failure to pay the initial 40% deposit of USD $12,000 justified Levoya's decision to withhold the completed first draft of the business plan.
• Under the Civil Code of Québec, the parties had agreed to phased payments, making the advance deposit a prerequisite before delivery of each phase of work.
• No fault was found on the part of Levoya's co-founder, Tom Robitaille, in his communications with Boctor's financial institution regarding the payment transfer.
• Levoya met its burden of proof under Articles 2803 and 2804 C.c.Q., while Boctor's counterclaim was dismissed in its entirety.

Facts of the case

This dispute arose from a consulting services agreement signed on May 2, 2024, between Levoya Inc. (Levoya), a professional consulting firm specializing in life sciences and the animal health market, and Dr. Boctor Veterinary Medicine Professional Corporation (Boctor). Under the agreement, Levoya was engaged to provide consulting services to support Boctor's plan to launch a veterinary pharmaceutical company for the Canadian and American markets. Tom Robitaille, president of Levoya, testified that services were rendered pursuant to a Proposal, a Confidentiality Agreement, and the duly signed Service Agreement. Levoya claimed CAD $15,000 for services rendered, while Boctor filed a counterclaim for CAD $12,000 in damages, alleging a privacy violation.

Contractual terms at issue

The Service Agreement set out a total compensation of USD $30,000, payable to Levoya in three installments: 40% upon signing, 30% upon presentation of the first draft of the Pro-Forma Business Plan, and 30% upon delivery of the final version. The first installment — USD $12,000 — was due upon acceptance and signature of the agreement. Despite this clear schedule, Boctor failed to remit the initial payment. On November 19, 2024, Boctor communicated that it had found two investment partners and an investment of CAD $36,000 and assured that the USD $12,000 transfer would be made the following day, but the payment was never received. A formal demand letter was sent on December 11, 2024, followed by a Notice of Dispute stating that the initial payment of USD $12,000 was owed unconditionally and that the next installment of USD $9,000 would also become due upon delivery of the first draft. Boctor contested the claim, arguing that Levoya had terminated the contract and that no work had been performed.

Court's reasoning and analysis

The court applied Articles 2098, 2100, 2106, 2111, and 2114 of the Civil Code of Québec governing contracts of enterprise and service. Under Article 2114, where work is carried out in successive phases, the price for each phase is payable upon delivery and acceptance of that phase — an exception to the general rule under Article 2111 that a client need not pay before receiving the completed work. The court found that the parties had agreed to a phased payment structure requiring an advance deposit before the commencement of work, and that Boctor's refusal to pay the initial 40% deposit justified Levoya's decision to withhold the first draft. The court noted that Levoya had, in fact, completed the first draft on schedule, but was entitled not to deliver it given Boctor's non-payment. On the counterclaim, the court found that Mr. Robitaille's communications with TD Bank were limited to transmitting information necessary to facilitate the international payment transfer between the parties' respective financial institutions in the United States and Canada, and that no fault was committed in that process. The court also applied Article 1375 C.c.Q., which requires good faith to govern parties throughout their contractual relationship, and Articles 2803 and 2804 C.c.Q. on the burden and standard of proof.

Ruling and overall outcome

The court ruled in favor of Levoya Inc., condemning Boctor to pay a total of CAD $15,374 — comprising CAD $15,000 in consulting fees and CAD $374 in court costs (judicial stamp fee) — plus legal interest at the legal rate with the additional indemnity under Article 1619 C.c.Q., running from December 11, 2024, the date of the formal demand letter. The exact interest amount was not specified in the judgment. The court further ordered that the study project be delivered by Levoya to Boctor upon receipt of the judgment amount. Boctor's counterclaim for CAD $12,000 in privacy damages was rejected in full, with costs of CAD $374 also awarded against it.