Executive Summary: Key Legal and Evidentiary Issues

• Botler, a Montréal-based AI platform company, sued GCStrategies, Coradix, and Dalian for non-payment of $253,120.00 for services rendered in connection with a workplace sexual harassment solution deployed for the Canada Border Services Agency.
• Central to the dispute is whether Quebec courts have jurisdiction under Article 3148(3) of the Civil Code of Quebec, which confers jurisdiction where a contractual obligation was to be performed in Quebec or where harm was suffered there.
• All three defendants moved to decline jurisdiction in favour of Ontario courts, with Coradix and Dalian additionally arguing that Quebec courts lacked jurisdiction altogether.
• Botler alleged that the defendants concealed a contractual structure — involving a Task Authorization issued under a pre-existing Coradix/Dalian joint venture contract with the government — which prevented Botler from being paid for work it had performed.
• A government procurement assessment reportedly found serious breaches of procurement policies, including that the CBSA had circumvented the competitive procurement process by issuing a Task Authorization under the Dalian contract.
• The doctrine of forum non conveniens was also at issue, requiring the court to assess whether Ontario would be a clearly more appropriate forum for the litigation.

Facts of the case

10583308 Canada inc., operating as Botler, is a Montréal-based company that developed an AI-powered conversational platform designed to prevent, detect, and resolve workplace sexual harassment. GCStrategies Incorporated (GC) engaged Botler to deploy this solution to help the Canada Border Services Agency (CBSA) comply with its obligations under federal legislation amending the Canada Labour Code with respect to harassment and violence — a bill that received Royal Assent on October 25, 2018. The services were to be provided through Public Services and Procurement Canada.

Botler alleged that it believed GC had been directed to it by the Agency as a specialized contracting broker, and that the two would collaborate closely on the project. Unknown to Botler, however, GC, Coradix Technology Consulting Ltd., and Dalian Enterprises Inc. had established a contractual structure whereby Coradix and Dalian — acting as a joint venture under a 2019 contract with Public Services and Procurement Canada — issued a Task Authorization that identified Botler's representatives as consultants to supply services to the CBSA. Botler alleged it was never informed of this arrangement, nor of the involvement of Coradix and Dalian. The invoice at the centre of the dispute is dated February 3, 2022.

After Botler reported the defendants' conduct to the Government of Canada, a procurement assessment report entitled "Procurement Assessment for Canada Border Services Agency (CBSA)" was published. According to Botler's pleadings, the report found serious breaches of policies and practices at all phases of the procurement process and concluded that the CBSA had circumvented the competitive procurement process by issuing a Task Authorization under the Dalian contract.

Contractual and statutory provisions at issue

The primary jurisdictional provision engaged was Article 3148(3) of the Civil Code of Quebec, which permits Quebec courts to exercise jurisdiction over personal actions of a patrimonial nature where a fault was committed in Quebec, harm was suffered there, a damaging event occurred there, or one of the obligations arising from a contract was to be performed there. The defendants relied on Article 167 of the Code of Civil Procedure, which allows a party to request dismissal where the action has been brought before a court lacking jurisdiction. GC also invoked Article 3135 of the Civil Code of Quebec — the forum non conveniens provision — which allows a Quebec court to exceptionally decline jurisdiction if it finds that the authorities of another state are better positioned to decide the dispute.

On the question of applicable law, Articles 3112 and 3113 of the Civil Code of Quebec provided that, in the absence of a law expressly designated in the contract, the applicable law is that with the closest connection to the contract, presumed to be the law of the state where the party providing the characteristic performance of the contract is established.

Court's reasoning and analysis

The court's analysis proceeded in three steps: whether a contractual obligation was to be performed in Quebec, whether harm was suffered in Quebec, and whether the forum non conveniens doctrine warranted declining jurisdiction.

On the first question, the court held that it was unnecessary for the cause of action to arise from a breach of contract — it sufficed that at least one obligation under the contract was to be performed in Quebec. The court found that Botler had always operated exclusively from Quebec, that its software platform was developed, maintained, and operated there, and that GC was at all times aware of this. Drawing on the Court of Appeal's reasoning in Poppy Industries Canada inc. c. Diva Delights Ltd. (2018 QCCA 163), the court noted that a party carrying out its obligations from Quebec was sufficient to satisfy the criterion, even without an express contractual term specifying a Quebec place of performance. The court also found that the duty to inform — owed by GC to Botler on a contractual basis, and by Coradix and Dalian on an extracontractual basis — was an obligation to be performed where the information was to be received and acted upon, namely Quebec.

On the question of harm, the court applied the principle affirmed by the Supreme Court of Canada in Infineon Technologies AG v. Option consommateurs (2013 SCC 59) that purely economic harm can constitute a valid connecting factor for Quebec jurisdiction, provided it was suffered in Quebec. The court found that the harm was not merely accounted for in Quebec — it was actually suffered there, because the unpaid amounts were to be deposited into Botler's bank account in Montréal, and prior payments under the arrangement had likewise been made to Quebec.

On the forum non conveniens analysis, the court applied the ten non-exhaustive factors identified by the Supreme Court in Spar Aerospace Ltd. c. American Mobile Satellite Corp. (2002 CSC 78). It found that the applicable law favoured Quebec, given that Botler provided the characteristic performance of the contract from Quebec and its principal establishment was located there. The court further noted that the witnesses were essentially the parties themselves, that the evidence was primarily testimonial, documentary, or accessible via cloud platforms — none of which pointed clearly to Ontario — and that no parallel proceedings were pending elsewhere. The absence of Coradix's assets in Quebec was considered irrelevant at the jurisdictional stage.

Ruling and overall outcome

The Quebec Superior Court, per Justice Bernard Larocque, rejected all three defendants' jurisdictional challenges in a judgment dated June 9, 2026. The court declined to decline jurisdiction, finding that the connecting factors under Article 3148(3) of the Civil Code of Quebec — harm suffered in Quebec and at least one contractual obligation to be performed there — were both established on the pleadings. The court further found that the case did not present the exceptional circumstances required to justify applying the forum non conveniens doctrine in favour of Ontario. Botler was the successful party on the jurisdictional motions and was awarded costs, though no specific monetary quantum for costs was stated in the judgment. The underlying claim for $253,120.00 remains to be determined on the merits.