Executive Summary: Key Legal and Evidentiary Issues

• DHD, a licensed staffing agency, claimed $9,326.77 from Monselet for placing a candidate that Monselet subsequently hired directly.
• Central to the dispute was whether the contract, DHD's internal policy, or an alleged industry standard established the price owed for the candidate placement.
• The contract required the parties to reach a separate agreement on the placement fee but fixed no price, and the parties never succeeded in doing so.
• DHD's invoice of $9,326.77 was issued on October 28, 2022 — after the contract was signed — and was therefore not a binding contractual annex.
• Claiming an 18% annual interest rate was rejected because the contract expressed only a monthly rate of 1.5%, contrary to the mandatory annual-rate disclosure requirement under the federal Interest Act.
• Court costs of $207 in filing fees were awarded to DHD as the partially successful party.

Facts of the case

9379-9054 Québec inc., operating as Groupe DHD (DHD), is a licensed staffing agency that supplies workers to client businesses on a temporary basis and presents candidates for permanent hire. Monselet Jardin Marine inc. (formerly 9464-9571 Québec inc.) operates in the repair service industry. In late September 2022, Monselet informed DHD that it temporarily needed a receptionist and was open to hiring the person if the arrangement worked out. On that basis, the parties entered into a contract under which DHD agreed to provide the services of one employee to Monselet at an agreed hourly rate.

After approximately four weeks — during which Monselet paid DHD $45 per hour for the employee's services — Monselet informed DHD in October 2022 that it was satisfied with the worker and wished to end the rental arrangement and hire him directly. DHD's representative, Richard Larochelle, advised Monselet's representative, Reinaldo Ramoni, that a fee would be payable for the placement and that the amount would be agreed upon later. No figure was communicated at that time. Monselet agreed in principle to pay a reasonable amount. The rental arrangement ended on October 28, 2022, and the employee was hired by Monselet. According to the record of employment, the employee worked for Monselet until January 6, 2023 — approximately nine weeks.

Contractual clause at issue

The contract between DHD and Monselet was brief, consisting of roughly a dozen sentences. It contained the following clause regarding the possibility of hiring a placed candidate:

"An employee or candidate of [DHD] who has been presented to [Monselet] for a mandate is considered to be employed by [DHD]. When [Monselet] wishes to obtain the services of that employee or candidate, it must immediately enter into an agreement with [DHD]."

Notably, the clause required the parties to reach an agreement on the hiring fee but did not fix a price. No annex containing pricing terms was attached to the contract at the time of signing. DHD later argued that its invoice for $9,326.77 constituted the "annex" referenced in the contract, but the court found that the invoice post-dated the contract and had not been communicated to Monselet at signing, and therefore formed no part of the contract.

Court's reasoning and analysis

DHD based its claim of $9,326.77 (taxes included) on an internal policy applying a rate of 15% to the employee's hourly wage of $26, calculated over 40 hours per week for 52 weeks. DHD's director, Sébastien Couture, described this 15% rate as an industry standard during his testimony. The court rejected this argument on two grounds. First, Monselet had never agreed to DHD's internal policy, so it could not be bound by it. Second, for a practice to constitute a legally binding usage under Quebec law, it must possess the qualities of seniority, frequency, generality, publicity, and uniformity — none of which DHD's testimony established. The court further noted that the very fact that the parties had agreed they needed to negotiate a price was itself incompatible with the existence of a binding industry usage: if such a usage already applied, there would have been no need to negotiate.

In the absence of a contractually or legally fixed price, the court turned to the value of the services rendered. It considered all the circumstances: Monselet had disclosed from the outset that its need was temporary and conditional on a possible hire; the contract imposed no minimum rental period; and the employee ultimately worked for Monselet for only about nine weeks before his employment ended. Against that backdrop, the court found DHD's claimed amount unjustified.

On the interest rate issue, DHD claimed 18% per annum, corresponding to the contract's stated rate of 1.5% per month. The court held that the federal Interest Act requires any interest rate in a contract to be expressed as an annual percentage. Because the contract stated only a monthly rate without specifying an annual equivalent, the 18% annual rate could not be awarded.

Ruling and outcome

The court partly granted DHD's claim. It ordered Monselet to pay DHD $4,000 (taxes included) as fair compensation for the candidate placement, together with interest at the legal rate and the additional indemnity provided under Article 1619 of the Civil Code of Québec, running from January 29, 2023 — ten days after Monselet received DHD's formal demand letter on January 19, 2023. Monselet was also ordered to reimburse DHD $207 in court filing fees, bringing the total amount ordered in DHD's favour to $4,207, plus applicable statutory interest and the additional indemnity from January 29, 2023.