Executive Summary: Key Legal and Evidentiary Issues

• Alarmes Perfection sought court permission to amend its pleadings to itemize existing damage claims and add new heads of damages against ADT Canada.
• Central to the dispute is a 1997 Authorized Agent Agreement originally concluded with Protectron, which ADT Canada assumed upon acquiring Protectron in 2014.
• Amendment of pleadings under Article 206 C.p.c. was the procedural issue, with the court weighing timeliness against the interests of justice.
• ADT Canada opposed the amendment, arguing prejudice arising from the passage of time and the loss of access to client records since ceasing Canadian operations in 2019.
• New heads of claim — including unpaid royalties, cancellation fees, and damages for lost clientele — more than doubled the amount claimed, from $3,000,000 to $7,163,543.94.
• Refusing the amendment would risk parallel proceedings on the same facts, which the court found contrary to the principles of proportionality and sound case management.

Facts of the case

Alarmes Perfection inc. is a company that sells, maintains, and repairs security systems. In May 1997, it entered into an Authorized Agent Agreement with Protectron, a provider of remote monitoring services. Under the Agreement, Alarmes Perfection was appointed as Protectron's exclusive agent to sell remote monitoring service contracts within a designated territory, in exchange for commissions and royalties on revenues generated from contracts sold in that territory. ADT Canada inc. acquired Protectron in 2014 and continued to perform under the Agreement.

In January 2017, Alarmes Perfection notified ADT that it would not renew the Agreement upon its expiry on 30 April 2017. In May 2017, it commenced proceedings against ADT Canada, initially seeking only injunctive relief on the basis of alleged acts of unfair competition. The claim was amended in July 2017 to add claims for unpaid royalties, commissions, and cancellation fees arising from the Agreement. At that stage, Alarmes Perfection acknowledged it could not establish the precise value of the royalties owing, as the majority of the relevant information was in ADT Canada's exclusive possession, and claimed $3,000,000, subject to revision, while also seeking an order requiring ADT to account for all clients in the territory.

The case was set down for trial in February 2021 but was adjourned at Alarmes Perfection's request due to a scheduling conflict. The matter was set down again in September 2022, with trial fixed for September 2024. In July 2024, Alarmes Perfection served a re-amended claim that quantified certain existing heads of damages and introduced entirely new ones — including unpaid royalties for clients served by ADT's agents in the territory, unpaid royalties and cancellation fees for clients omitted from royalty reports, unpaid commissions for camera connections, and damages for lost clientele due to alleged unfair competition, breach of a referral obligation, and the transfer of clients to agent companies. These amendments increased the total amount claimed from $3,000,000 to $7,163,543.94.

ADT Canada opposed the amendment within ten days of service, as permitted under Article 207 C.p.c. The parties agreed to attempt mediation, which caused the September 2024 trial date to be vacated. After mediation failed, Alarmes Perfection mistakenly believed ADT had withdrawn its opposition. Upon realising its error, Alarmes Perfection filed a formal application for leave to amend in April 2026.

Contractual framework

The Authorized Agent Agreement lay at the heart of the dispute. It conferred on Alarmes Perfection exclusive agency rights to sell Protectron's remote monitoring contracts within a defined territory and entitled Alarmes Perfection to commissions and royalties on revenues generated from those contracts. The new heads of claim introduced by the proposed amendments all arose from alleged breaches of this same Agreement or from the unfair competition acts already pleaded, including an alleged failure by ADT Canada to fulfil a referral obligation and the transfer of clients in the territory to agent companies.

Court's reasoning and analysis

The court analysed the application under Article 206 C.p.c., which permits parties to amend their pleadings at any time before judgment, provided the amendment does not unduly delay the proceedings, is not contrary to the interests of justice, and does not introduce an entirely new claim unrelated to the original. The right to amend is to be interpreted broadly and liberally; permission is the rule, and refusal the exception. Lateness alone is not a sufficient ground for refusal.

The court acknowledged that the application was late and would likely cause further delay, particularly given ADT Canada's stated intention to conduct an examination for discovery on the new claims and potentially to commission expert evidence on loss of clientele. The court nonetheless found that the purpose of the amendments was not to cause delay. Alarmes Perfection had consistently maintained since 2017 that it could not quantify its damages without information held by ADT Canada, and the majority shareholder and director filed a sworn declaration stating that certain heads of claim could only be discovered and quantified several years after ADT Canada's acquisition of Protectron.

While ADT Canada characterised that sworn declaration as entirely without credibility, it offered no evidence showing that Alarmes Perfection had possessed the relevant information earlier. The court also noted that although Alarmes Perfection had not conducted its case with full diligence, any prejudice suffered by ADT Canada as a result of the amendment could be compensated through an award of costs or damages — a factor that weighs in favour of granting the amendment rather than refusing it.

The court further found that the proposed amendments did not introduce a claim entirely unrelated to the original proceedings. Some modifications merely itemised or quantified damage heads already identified; others introduced new claims that were manifestly connected to the original dispute, since they all arose from the same Agreement or the unfair competition acts already alleged. As for ADT Canada's argument that it had ceased Canadian operations in 2019 and no longer had access to the relevant client records, the court found this prejudice to be unavoidable: if leave to amend were refused, Alarmes Perfection could commence a fresh action on the same claims, which would likely not be prescribed given that the original proceedings had interrupted prescription for all rights arising from the same source under Article 2896 of the Civil Code of Québec.

Ruling and overall outcome

The court granted Alarmes Perfection's application for leave to amend its pleadings, authorising all of the proposed modifications. The determinative factor was the interest of sound judicial administration: allowing parallel or successive proceedings on the same factual matrix and the interpretation of the same Agreement would result in costly duplication and a risk of contradictory judgments, which the principles of proportionality (Article 18 C.p.c.) and sound case management (Article 19 C.p.c.) both militate against. Because Alarmes Perfection had not conducted its case with adequate diligence, the court departed from the default rule that costs follow the event and made no order as to costs. No monetary award was granted or assessed at this stage; the judgment is procedural in nature, and the quantum of any damages remains to be determined at trial.