Executive Summary: Key Legal and Evidentiary Issues

• MaestroVision's bid for a SPVM audio-video recording contract was rejected by the Ville de Montréal on both administrative and technical grounds.
• Using the outdated pre-addenda price schedule instead of the revised one constituted a major administrative irregularity that directly affected the bid price.
• Failure to propose cameras compatible with the required video management systems — Milestone and Genetec (Security Center) — was an expressly stated eliminatory technical non-conformity.
• Proposed cameras also failed to meet minimum specifications: 2.4 Mpx resolution against the required 3 Mpx, and 30x optical zoom against the required 32x minimum.
• Post-submission attempts to demonstrate technical compatibility through converter devices were inadmissible, as compliance must be demonstrated within the bid itself.
• Even had the City been found at fault, MaestroVision's damages claim would have failed for lack of sufficient supporting evidence.

Facts of the case

MaestroVision inc. is a technology company specializing in audiovisual recording solutions, including systems for police interrogation rooms. In March 2019, the Ville de Montréal published tender call 19-17004 on the Quebec government's electronic tendering system (SEAO), seeking an audio and video recording solution for the interrogation rooms of its police service, the SPVM. The system was required to support remote camera control, real-time recording access, and centralized storage. Critically, the tender required compatibility with Milestone and Genetec (Security Center) video management systems (VMS), and specified IP-type cameras.

MaestroVision, which had previously engaged the SPVM about its proprietary HD-SDI technology, was surprised by the IP camera requirement and raised concerns with the City's procurement officer, Bernard Boucher. Through subsequent addenda, the City clarified that it would accept HD-SDI technology only if it met all technical specifications — including VMS compatibility and minimum camera resolution — and expressly stated that no requirements would be modified. Only two bids were received: MaestroVision at $1,204,900 and VIQ Solutions inc. at $1,414,774. The City rejected both as non-compliant and cancelled the tender. MaestroVision was notified on June 11, 2019 that its bid had been declared non-compliant both technically and administratively. VIQ Solutions was rejected separately for not holding a licence from the Régie du bâtiment du Québec.

MaestroVision sought an interlocutory injunction to block a new tender and compel contract award; this was dismissed by Justice Lukasz Granosik on November 4, 2019. In July 2020, the City launched a second tender on substantially similar technical terms. MaestroVision participated, this time proposing IP-compatible cameras, but its bid of $1,025,972 was the second highest among five submissions and was not selected. MaestroVision subsequently amended its claim to seek damages only — $757,573 — representing the profits it alleged it would have earned had its bid been accepted under the first tender.

Policy terms and contractual clauses at issue

The tender documents contained several provisions central to the dispute. The technical specifications explicitly listed VMS compatibility as an eliminatory condition under clause 5.1.4.3: equipment had to be compatible with Milestone and Security Center (Genetec). The addenda reinforced this requirement repeatedly. Addendum No. 2 confirmed that no requirement would be modified, including the minimum camera resolution of 3 Mpx and minimum video compression standard (H264/Mjpeg). Addendum No. 4 reiterated that any solution must comply with all technical specifications.

On the administrative side, clause 1.07.04 of the tender rules required bidders to use the price schedule as revised by the addenda. Addendum No. 1, dated April 5, 2019, and Addendum No. 2, dated April 25, 2019, revised the original price schedule in three material ways: quantities were reduced from 20 to 17 interrogation rooms, certain items shifted from lump-sum to unit-price format — including system configuration and annual support fees — and two new items were added requiring hourly unit pricing for additional training and configuration work. The tender documents also contained a reservation clause (clause 1.12.04) preserving the City's right not to award any contract, with no liability to bidders.

Reasoning and analysis

Justice Patrick Ferland applied the two-stage analytical framework established by the Quebec Court of Appeal in Municipalité de Mansfield-et-Pontefract c. Location Martin-Lalonde inc., 2024 QCCA 1045, which requires first determining whether the non-compliant requirement is essential, and second, whether the irregularity is major or minor. Only a major irregularity relating to an essential requirement compels mandatory rejection.

On the administrative non-conformity, the court found that using the correct price schedule was unquestionably an essential requirement. MaestroVision's use of the original schedule — rather than the version revised by the addenda — meant its bid was premised on 20 rooms instead of 17, omitted unit pricing for configuration and support fees, and contained no pricing for the two newly added items. The court rejected MaestroVision's argument that the City could have applied a simple proportional adjustment: lump-sum items could not be reliably converted to unit prices by dividing by 20, the new items had no counterpart figures at all, and a 15% reduction in quantities could not be assumed to have left unit prices unchanged. The irregularity directly affected the bid price and was therefore major, not minor.

On the technical non-conformities, the court identified two issues. First, MaestroVision's proposed fixed camera offered 2.4 Mpx resolution against the required 3 Mpx minimum, and its PTZ camera offered 30x optical zoom against the required 32x minimum. While MaestroVision's engineering expert Philippe Trempe testified that these differences were immaterial in practice, the court held that at the conformity-assessment stage the only relevant question is whether the specifications are met — not whether the deviation is consequential in real-world use. Second, and more fundamentally, compatibility with Milestone and Genetec was an expressly stated eliminatory condition. MaestroVision's bid made no mention of either VMS platform and instead promoted its own proprietary "Veotek" system while highlighting what it characterized as the limitations of IP technology. At trial, MaestroVision argued that a converter device could have bridged its HD-SDI output to an IP-compatible signal, but the court held this argument inadmissible: compatibility had to be demonstrated within the bid itself, not established after the fact. The court relied on the Court of Appeal's statement in Distribution Jean Blanchard inc. c. Régie de gestion des matières résiduelles de Manicouagan, 2018 QCCA 557, that establishing equivalence at trial is of no assistance — explanations must be provided in the bid, in time for the decision being challenged. Facing a major irregularity on an essential and eliminatory condition, the City had no discretion: it was obliged to reject the bid.

The court also addressed MaestroVision's damages claim in the alternative. Even assuming fault on the City's part, the claim would have failed. MaestroVision supported its alleged $757,573 loss of profits with only the testimony of its president Claude Turcotte and summary tables showing proposed unit prices against claimed cost prices. The court found this evidence manifestly insufficient: the cost figures were unsupported by any corroborating documentation, several categories of expense — including cabling, fixings, converters, labour, and other fixed costs — were entirely absent, and accepting MaestroVision's figures would have resulted in overcompensation.

Ruling and overall outcome

The court dismissed MaestroVision's action in its entirety. The Ville de Montréal was the successful party. No monetary award was made in MaestroVision's favour; costs were ordered against it, though no specific cost amount was stated in the judgment. The decision confirms that the City acted within its rights in rejecting MaestroVision's bid as both administratively and technically non-compliant, and that MaestroVision's claimed damages of $757,573 were in any event unproven on the evidence presented.