Executive Summary: Key Legal and Evidentiary Issues

• Corporation Transport Vitesse and Services de Camionnage Vitesse Inc. sought to bring a class action against Microsoft Corporation and Microsoft Canada Inc. over service outages on March 1 and 3, 2025.
• Central to the case was a forum selection clause in the Microsoft Customer Agreement, which designated the state or federal courts of King County, Washington, USA as the exclusive venue for disputes.
• The court found the forum selection clause to be clear, unambiguous, and fully enforceable against the applicants, who are not consumers.
• After reviewing Microsoft's filed evidence and written arguments, the applicants concluded they could not establish a defensible cause with respect to their individual contractual claim under Article 575(2) of the Code of Civil Procedure.
• No release was granted by any other putative class member in connection with the discontinuance.
• The parties agreed that continuing the authorization application would not be proportionate in the circumstances.

Facts of the case

Corporation Transport Vitesse and Services de Camionnage Vitesse Inc. (the Applicants) filed an Amended Application to Authorize the Bringing of a Class Action dated April 17, 2026, before the Superior Court of Quebec (Class Actions Division), seeking to represent all consumers and businesses in Quebec who were unable to use one or more Microsoft services — including email — during service outages that occurred on March 1 and 3, 2025, or who were otherwise affected by those outages. The respondents were Microsoft Corporation and Microsoft Canada Inc. (the Defendants).

Contractual clause at issue

On January 19, 2026, the court authorized the Defendants to file the Microsoft Customer Agreement as evidence at the authorization stage. The agreement contained a forum selection clause providing that where a customer brings an action against Microsoft or any Microsoft affiliate located outside of Europe, the dispute must be brought exclusively before the state or federal courts in King County, State of Washington, USA. The relevant clause reads: "If Customer brings the action against Microsoft or any Microsoft Affiliate located outside of Europe, the venue will be the state or federal courts in King County, State of Washington, USA."

Court's reasoning and analysis

The court found the forum selection clause to be clear and unambiguous, conferring exclusive jurisdiction on the courts of the United States, and fully enforceable against the Applicants, who were not consumers. The court relied on prior decisions, including 9369-1426 Québec inc. (Restaurant Bâton Rouge) c. Allianz Global Risks US Insurance Company, 2021 QCCA 1594, and 9343-4678 Québec inc. c. Uber Canada inc., 2022 QCCS 388. Following receipt of the Defendants' evidence, their written arguments filed on April 17, 2026, and the out-of-court cross-examination of Microsoft Corporation's representative, the Applicants concluded they would not be able to establish a defensible cause regarding their individual contractual claim against the Defendants under Article 575(2) of the Code of Civil Procedure. The court further noted that, as corporate entities bound by a contractual dispute resolution clause, the parties were free to resolve their dispute in accordance with that clause, and court approval of any resulting settlement was not required given that the authorization criteria for a class action were not met. The court also confirmed that the application in no way undermined the integrity of the justice system.

Ruling and overall outcome

On May 27, 2026, the Applicants filed a discontinuance of the putative class action. The court took note of the discontinuance, declared it duly filed, and authorized the Applicants to discontinue the action against Microsoft Corporation and Microsoft Canada Inc. The Applicants' counsel also undertook to publish a copy of the notice of discontinuance on the Class Action Registry of the Superior Court of Quebec. The Defendants were the successful party in this matter, as the action was discontinued against them. The decision was rendered without legal costs, and no monetary award or damages were ordered.