Executive Summary: Key Legal and Evidentiary Issues

• Trois-Rivières Location inc. sought homologation of a civil transaction that included a personal suretyship obligation binding Alain Beaudry.
• Central to the dispute was whether Beaudry had consented to acting as personal surety for the debts of Revêtements Rénopro inc. under the proposed Transaction & Quittance.
• Formation of the transaction was determined through an exchange of emails between Beaudry and counsel for TRL between July and August 2025.
• Beaudry's credibility was directly at issue, as he claimed to have sent a prior email withdrawing his consent to the personal guarantee — a claim he could not corroborate.
• Evidence of Beaudry's prior criminal convictions for fraud and forgery in 2010 was admitted to attack his credibility under applicable evidentiary rules.
• Rénopro's bankruptcy under the Bankruptcy and Insolvency Act limited enforcement of the judgment solely against Beaudry as personal surety.

Facts of the case

Trois-Rivières Location inc. (TRL) is a company engaged in the rental and sale of tools, materials, machinery, and equipment for commercial, industrial, and construction sectors. On October 24, 2024, at the request of Revêtements Rénopro inc. (Rénopro) — a company performing cladding installation and repair work on commercial and industrial buildings — TRL opened a client account for Rénopro with payment terms of net 30 days and conventional interest at 2% per month (24% per year) on any overdue balance. By June 25, 2025, Rénopro had accumulated an outstanding balance of $87,016.93 in principal and interest, prompting TRL to issue a formal demand through its lawyers, Me Maxime Labrie, and to repossess the rented equipment for non-payment.

On July 1, 2025, Alain Beaudry — shareholder, director, and president of Rénopro — contacted TRL to negotiate a payment plan. That same day, Me Labrie sent Beaudry an email outlining TRL's conditions for an installment arrangement: a maximum repayment period of six months, interest at 24% per year until full payment, a signed acknowledgment of debt by both Rénopro and Beaudry personally, and a personal suretyship from Beaudry. Beaudry responded the same day, confirmed the location for equipment retrieval, and requested that the number of monthly payments be increased from six to eight. On July 16, 2025, after recovering the final rented equipment, TRL terminated the last active rental contract and transmitted an updated account statement with outstanding invoices. Me Labrie then sent Beaudry a draft Transaction & Quittance providing for eight monthly installments, an acknowledgment of debt, and a solidary suretyship to be signed by Rénopro and Beaudry personally.

Having received no response, Me Labrie sent a follow-up email on July 24, 2025, advising Beaudry that the proposal would become null and void if a signed document and first payment were not received by July 26, 2025. On July 28, 2025, Beaudry replied that he would send the signed document by Wednesday, July 30, 2025. He did not do so. Upon returning from vacation, Me Labrie sent another email on August 14, 2025, giving Beaudry until 3:00 p.m. the following day to honour his commitments or face judicial proceedings. That same day, Beaudry replied stating he would not sign a personal guarantee and suggesting the agreement could be finalized if that clause were removed. TRL subsequently filed an application for homologation of a civil transaction in October 2025. In March 2026, Rénopro filed a notice of intention to make a proposal and subsequently made an assignment in bankruptcy under the Bankruptcy and Insolvency Act. On May 14, 2026, TRL filed an amended application for homologation of the civil transaction directed solely against Beaudry.

Contractual terms at issue

The Transaction & Quittance at the centre of the dispute contained several key provisions. Article 5 set out the installment payment schedule and the applicable interest rate of 24% per year accruing from July 16, 2025. Article 10 provided for automatic forfeiture of the benefit of the term — meaning the entire outstanding balance would become immediately due — if the debtor failed to make payments as scheduled. The draft also included a solidary personal suretyship clause binding Beaudry as guarantor of Rénopro's obligations. TRL's position was that Beaudry had accepted all terms, including the personal suretyship, through his email of July 28, 2025. Beaudry contended that the personal guarantee had never formed part of any agreement he had consented to.

Court's reasoning and analysis

The court's role on an application for homologation is limited: it must verify the legality of the juridical act sought to be made enforceable, and cannot rule on the advisability or merits of the act itself, unless a specific provision grants it that authority. The court examined three elements: whether a transaction within the meaning of article 2631 of the Civil Code of Québec (C.c.Q.) had been concluded; whether it was free from nullity; and whether it was consistent with public order. A valid transaction must (1) terminate or prevent a dispute between the parties, (2) provide for a waiver of legal recourse, and (3) contain reciprocal concessions or reservations. The court noted that no formal written requirement applies to a transaction under the C.c.Q. — an oral agreement or exchange of correspondence is sufficient.

The court found that a civil transaction had been concluded on August 14, 2025. The sequence of emails established that Beaudry had accepted the draft Transaction & Quittance — including the personal suretyship clause — without reservation in his July 28, 2025 email. The court further found that Me Labrie's August 14, 2025 email confirmed that TRL had waived the lapse of the acceptance period that had expired on July 28, 2025 at midnight, and had agreed to keep the proposed transaction alive. Beaudry's testimony that he had sent a prior email to Me Labrie withdrawing his consent to the personal guarantee was not accepted. Me Labrie denied receiving any such email, and Beaudry produced no documentary evidence to corroborate his claim. Beaudry explained that his email account had been hacked and the service had been discontinued, but the court found this explanation insufficient to establish credibility. Critically, during cross-examination, Beaudry admitted to having been convicted of fraud and forgery in 2010. The court admitted this evidence under article 12(1) of the Canada Evidence Act and article 280, paragraph 3 of the Code of Civil Procedure, as it was relevant to assessing Beaudry's credibility, and dismissed his objection to the question. The court concluded that Beaudry had not discharged his burden of proof on this point.

Because Rénopro and Beaudry had failed to make the payments required under article 5 of the Transaction & Quittance, Beaudry automatically forfeited the benefit of the term under article 10, making the full outstanding amount immediately due and payable.

Ruling and overall outcome

The court granted TRL's amended application for homologation of the civil transaction. It homologated the civil transaction concluded on August 14, 2025, as set out in the Transaction & Quittance (Exhibit P-10). Beaudry was declared to be the personal and solidary surety for Rénopro's obligations under the transaction, and was found to have defaulted on the payment obligations under article 5 and to have forfeited the benefit of the term under article 10. TRL was the successful party. Beaudry was ordered to pay TRL the sum of $88,987.96, plus conventional interest at the rate of 24% per year accruing from July 16, 2025, with costs.