Executive Summary: Key Legal and Evidentiary Issues

• Danielle Deshaies sought over $136,000 from Andréanne Laurin and Sylvie Girard personally, as former directors of their dissolved tenant company, Épicerie Loco – Ahuntsic inc.
• Corporate law principles shielded the directors from personal liability, as no independent extracontractual fault was established against either of them.
• Prior rulings by the Court of Québec on the same lease dispute — including the rejection of a surety claim against the parent company 9334-6294 Québec inc. and the refusal of a penalty clause — carried res judicata effect in the present proceedings.
• Each individual claim advanced by Deshaies, including rent arrears, restoration costs, a penal clause, and moral damages, was dismissed for lack of legal or evidentiary foundation.
• Épicerie Loco's voluntary dissolution was found to have been carried out lawfully under the Loi sur les sociétés par actions, and no assets were distributed to the directors.
• Deshaies was found to have engaged in abusive litigation within the meaning of article 51 of the Code of Civil Procedure, resulting in a counterclaim award in favor of Laurin and Girard.

Facts of the case

Danielle Deshaies owns a commercial building on Rue Fleury in the Ahuntsic neighbourhood of Montréal. In July 2019, Épicerie Loco – Ahuntsic inc. was incorporated, with 9334-6294 Québec inc. (9334) as its sole shareholder — a company in which Andréanne Laurin held a majority interest and Sylvie Girard a minority interest. Following negotiations between Deshaies and Laurin, a 36-month commercial lease was signed on August 6, 2019, with the tenancy to run from October 1, 2019 to September 30, 2022. Neither Laurin nor Girard signed the lease in their personal capacities; they signed solely as representatives of Épicerie Loco. The parent company, 9334, was not a party to the lease and did not sign it.

Deshaies was unable to deliver the premises on October 1, 2019, as planned. Renovations delayed possession, and the keys were handed over to Épicerie Loco on November 18, 2019. The parties confirmed this revised start date in a document signed on November 10, 2019. Épicerie Loco opened to the public around mid-December 2019. Relations between the parties deteriorated almost immediately, with Deshaies issuing a demand letter on December 3, 2019. The COVID-19 pandemic further affected the grocery's operations starting in early 2020. Épicerie Loco vacated the premises on September 30, 2022, as scheduled under the lease, and was formally dissolved on April 4, 2023. No assets were distributed to its shareholder upon dissolution.

Prior to the present proceedings, Deshaies had already litigated against Épicerie Loco and 9334 before the Court of Québec (2022 QCCQ 1424). That court rejected Deshaies' claims, including the surety argument regarding 9334 and the application of the penalty clause, and awarded Épicerie Loco $6,497.31 against Deshaies. Deshaies failed to pay that amount, leading to a seizure of her bank account on June 20, 2022.

Contractual clauses at issue

The lease contained several provisions central to the dispute. Clause 3.1 granted Épicerie Loco a deferral of rent payments at the outset of the tenancy, with the first monthly payment of base rent falling due two months after possession was handed over. Clauses 3.2 and 3.3 similarly permitted the deferral of the first two months of both base and supplementary rent to a later date, left to the tenant's discretion. Clause 11.5 set out a penal clause equivalent to three months of base rent, triggered only upon a proven default by the tenant. Clause 12.6 stated that Épicerie Loco and 9334 were "jointly and severally liable for all obligations under the present lease or renewals thereof, and waive the benefit of discussion and division." Deshaies argued that this clause established 9334 as a surety for Épicerie Loco's obligations; however, both the Court of Québec in the prior proceeding and the Superior Court in the present case found that 9334 never signed the lease and was not listed as a party to it, meaning no valid surety engagement was established.

Reasoning and analysis

The court's analysis was organized around four questions: whether Deshaies had a valid basis to sue Laurin and Girard personally; whether each individual claim was substantiated; whether the proceedings were abusive; and if so, what sanction was appropriate.

On personal liability, the court applied well-established principles from the Court of Appeal, including Shamir c. Procureur général du Canada (2022 QCCA 557) and Nkana c. Awad (2026 QCCA 95), which hold that corporate directors are not personally liable for the contractual defaults of their company unless the claimant proves an independent extracontractual fault — one distinct from the company's own contractual breach. Deshaies failed to meet this burden. No fraudulent conduct, personal benefit, or dishonest maneuver was demonstrated against either Laurin or Girard. While Laurin had provided a sworn declaration in support of the dissolution proceedings that omitted reference to the two months of deferred rent still owed, the court accepted her explanation that she had genuinely misread the Court of Québec's earlier decision and believed no amount was owing — a conclusion supported by the credibility of her testimony and by the fact that she subsequently offered to pay those amounts once corrected by counsel.

On each individual claim, the court rejected all heads of damages. The base rent of $13,028.97 was a debt of the dissolved company, not of its directors. The October and November 2022 rent claims of $11,995.97 also failed, as the lease term ran until September 30, 2022, notwithstanding the delayed start date. The $68,510.96 restoration claim was rejected on the basis of expert evidence from building inspector Pascal Parent, who found that the items noted by Deshaies' own expert (Yannick L'Heureux of Gohier Mirabel inc.) reflected ordinary wear and tear from three years of commercial grocery operations, and that no lease clause required the tenant to return the premises in as-new condition. The equipment maintenance claim of $2,414.56 failed for the same reasons. The penal clause of $19,543.45 was rejected, consistent with the Court of Québec's earlier finding that no tenant default had been established. The $1,296.74 claim relating to the City of Montréal's PRAM grant (Programme Réussir@Montréal) was found to be legally incomprehensible, as the grant had been paid directly to Épicerie Loco and had no connection to Deshaies. The $5,000 claim concerning the bank account seizure failed because the seizure had been lawfully executed by bailiffs pursuant to article 679 of the Code of Civil Procedure following Deshaies' own failure to satisfy the Court of Québec's judgment against her. The $15,000 moral damages claim was dismissed, the court finding Deshaies' credibility to be seriously undermined by a series of prior judgments in which courts had criticized her testimony, her procedural conduct, and her pattern of pursuing personal liability claims against corporate directors without legal foundation.

On the question of abusive litigation, the court found that Deshaies' refusal on March 16, 2026 of Laurin and Girard's settlement offer — which covered exactly the two months of deferred rent that the Court of Québec had identified as payable — was decisive. That offer, made without admission of liability and as a gesture of goodwill, addressed the only claim with any potential merit. Deshaies' persistence in maintaining a $136,000 personal lawsuit against two former directors, one of whom (Girard) had taken no part in the lease negotiations and whose only apparent link to the dispute was being Laurin's mother, demonstrated an intent to intimidate rather than to recover a legitimate debt. The court noted that Deshaies had declared her intention to sue Laurin personally even before Épicerie Loco's dissolution, and that this pattern was consistent with findings of abusive litigation conduct in multiple prior proceedings, including a declaration of vexatious litigant status in Deshaies c. Entreprises AK inc. (2018 QCCS 1842).

Ruling and overall outcome

The court dismissed Deshaies' amended originating application in its entirety and partially granted the counterclaim of Laurin and Girard. Applying article 51 of the Code of Civil Procedure, the court found Deshaies' lawsuit to be abusive at least from March 16, 2026 — the date she refused the settlement offer — and ordered her to reimburse Laurin and Girard for their legal fees incurred after that date. Specifically, this comprised an invoice dated March 23, 2026 in the amount of $3,344.39 and fees from April 1 to 29, 2026 totalling $27,714.40, for a combined award of $31,058.79, plus interest and the additional indemnity under article 1619 of the Civil Code of Québec from the date of judgment. Court costs, including the fees of expert Pascal Parent, were also awarded to Laurin and Girard. The successful parties were Andréanne Laurin and Sylvie Girard.