Executive Summary: Key Legal and Evidentiary Issues

• Trémä Signature inc. filed a claim against Développement Quorum-Marsan inc. (DQM) for unpaid services totalling $320,042.04, based on a cost-recharging agreement.
• Central to the dispute is whether DQM's prior written acknowledgments of owing Trémä a sum of at least $131,586.20 constitute judicial admissions under Articles 2850 and 2852 of the Civil Code of Québec.
• Revoking a judicial admission requires proof of a factual error, which DQM failed to provide, according to the court.
• Procedural rules under Article 206 C.p.c. govern whether amendments to pleadings may be authorized, with refusal being the exception rather than the rule.
• DQM's proposed new defence — alleging a covert recharging scheme orchestrated by Philippe Marsan — was found to constitute a supplementary defence rather than an entirely new claim.
• No costs were awarded given the mixed outcome of the judgment.

Facts of the case

Trémä Signature inc. (Trémä) is a company whose employees were lent to Développement Quorum-Marsan inc. (DQM) under a cost-recharging agreement. On October 13, 2023, Trémä commenced proceedings against DQM before the Superior Court of Québec, claiming $320,042.04 for unpaid services rendered by its employees — essentially an action on account for labour costs and other expenses. Guy Laporte and Peter Cosentini are co-administrators of DQM and were added as co-defendants on February 4, 2025, along with Cain Lamarre s.e.n.c.r.l. as a mis-en-cause. The amended claim also sought $50,000 in extrajudicial fees and $25,000 in punitive damages, alleging that the defendants' procedural conduct was abusive under Article 56 C.p.c. Philippe Marsan, administrator and officer of Trémä, was named as a reconventional defendant. On August 22, 2025, Laporte and Cosentini filed their own defence and counterclaim, alleging misrepresentation and breach of contract by Trémä, and seeking $80,000 for abuse of procedure under Article 51 C.p.c.

Contractual and procedural background

The billing arrangement at the heart of this dispute was a cost-recharging agreement under which Trémä invoiced DQM for the time and salaries of its seconded employees. The amounts claimed were broken down by employee: Stéphanie Zombecki ($42,599.07), Serge Gaudet ($52,754.66), Daniel Vézina ($30,219.40), and expenses ($6,013.07), totalling $131,586.20 — a figure DQM itself calculated and acknowledged in its pleadings on three separate occasions: July 3, 2024, October 9, 2024, and November 22, 2024. In its July 3, 2024 statement of defence, DQM formally acknowledged owing Trémä this total amount, while maintaining it was entitled to withhold payment by way of compensation against amounts it alleged Trémä owed DQM. On November 29, 2024, DQM consigned $150,000 with Trémä's counsel. On October 29, 2025, DQM sought to amend its pleadings again — this time retracting its prior acknowledgments of the debt and introducing a new section alleging a "covert recharging scheme" (stratagème de refacturation occulte) implicating Philippe Marsan personally.

Court's reasoning and analysis

The court's analysis turned on two distinct questions: whether the proposed amendments constituted a retraction of a judicial admission, and whether the remaining amendments should otherwise be permitted. On the first question, the court applied Articles 2850 and 2852 C.C.Q., which define a judicial admission as the recognition of a fact capable of producing legal consequences against its author, and provide that such an admission can only be revoked upon proof of a factual error. The court found that DQM's repeated acknowledgment of owing $131,586.20 — set out with precise calculations in paragraph 39 of its pleadings and reinforced by the consignation of $150,000 — constituted judicial admissions of fact. Since DQM's own counsel conceded there was no evidence of a factual error, the court held that the paragraphs embodying those admissions must be maintained. The court also rejected DQM's argument that the fin de non-recevoir defence could negate the existence of the admissions, citing the Supreme Court's reasoning in Banque Nationale du Canada c. Soucisse, which clarifies that a fin de non-recevoir does not extinguish a debt but merely renders it unenforceable — it does not attack the substance of the claim. As for the request by Laporte and Cosentini to reserve their right to apply for revocation of the admission, the court declined to include such a reservation in the judgment, noting that the Court of Appeal has repeatedly held that such reservations are to be avoided unless provided for by law.

On the second question — whether the remaining amendments, particularly the new allegations concerning the covert recharging scheme in paragraphs 80 to 87, should be allowed — the court applied the liberal framework under Article 206 C.p.c. The right to amend is the rule, and refusal is the exception. The court found that the new allegations were not an entirely new claim but rather a supplementary defence, arising from new facts uncovered during the September 9, 2025 examination of Martial Bouchard, during which DQM learned of alleged overbilling on six of the first nine invoices. The court also noted that Trémä itself had substantially amended its own claim on February 4, 2025, and that the pending examinations of Laporte, Cosentini, and Marsan would give Trémä the opportunity to challenge the new allegations. The amendments would not delay the proceedings or prejudice the interests of justice.

Ruling and overall outcome

The court issued a mixed judgment. It partially granted Trémä's opposition by ordering that the judicial admissions in paragraphs 15, 16, 21, 22, 36, 37, and 39, and conclusions 1.1 and 2 of DQM's November 22, 2024 amended statement, be maintained — a partial victory for Trémä. At the same time, the court authorized all other amendments in DQM's October 29, 2025 pleading, and directed DQM to prepare a revised procedural document reflecting the court's parameters within 30 days. No costs were awarded, given the mixed nature of the outcome. No specific monetary award or damages were granted or ordered at this stage, as this judgment addressed only the preliminary procedural dispute over amendments rather than the merits of the underlying claim.