Executive Summary: Key Legal and Evidentiary Issues

• Carlos Andres Correa Torres sought to have Me Benoît Massicotte, counsel for Cielo Dayana Pazmino Guerra, declared disqualified from representing her in an oppression proceeding arising from a shareholder dispute over Éclipse Pro Inc.
• Central to the application was whether Me Massicotte's notice of representation — which erroneously listed him as acting for both the defendant and Éclipse Pro Inc. — could ground a conflict-of-interest disqualification, or whether it was a clerical error he was entitled to correct.
• Solicitor-client privilege shielded Me Massicotte from having to respond to allegations regarding legal advice he may have given his client, as those allegations rested on mere impressions rather than established facts.
• Admissibility of statements attributed to Me Massicotte was contested under the settlement negotiation privilege, given that the applicant's own demand letter placed those statements as having occurred during the February 9, 2026 virtual negotiation session.
• The court found that the applicant's subsequent repositioning of the alleged statements to "after" the negotiation session — in order to avoid a privilege objection — undermined the credibility and good faith of the disqualification application.
• No valid evidence was introduced to establish that Me Massicotte had acted for the company, counselled a breach of the defendant's court undertaking, or assisted in the preparation of the protection order obtained against the applicant.

Facts of the case

Carlos Andres Correa Torres and Cielo Dayana Pazmino Guerra were in a relationship for just over a year, during which they established a small cleaning services company, Éclipse Pro Inc., which performed contracts — mainly at night — within financial institutions, among other clients. Pazmino Guerra formally directed the company, with Correa Torres's agreement, because Correa Torres had ongoing criminal proceedings involving a former partner, and the franchisor required that all persons associated with the enterprise be able to demonstrate a clean record, given the nature of the clientele served.

More than six months after their separation, Correa Torres launched an oppression proceeding against Pazmino Guerra, accompanied by urgent safeguard orders, concerning how she was managing their company. The application was served on a Thursday morning — comprising 20 pages and 13 exhibits — requiring Pazmino Guerra to appear before the court the following Monday. Because Pazmino Guerra did not speak or understand French well, she retained Me Benoît Massicotte of Bélanger Massicotte to represent her.

On December 1, 2025, the day of the hearing on the safeguard orders, Me Massicotte appeared at the courthouse. At 8:31 a.m., an email from Éclipse Pro Inc. was sent to the accounting department of Me Massicotte's firm, advising that a transfer of $4,000 had been made into the firm's account. Me Massicotte was not aware of this transfer when he attended court that morning. At 10:37 a.m., Pazmino Guerra undertook before the court not to incur any expenses for the company other than those in the ordinary course of business, without admission or prejudice, while the matter was prepared for hearing. The case was adjourned to December 15, 2025.

On December 3, 2025, Me Massicotte filed a notice of representation in which — for unexplained reasons — he indicated he was acting not only for Pazmino Guerra but also for Éclipse Pro Inc., the mis-en-cause. This double-representation entry went unnoticed for several months. On December 15, 2025, Pazmino Guerra entered into further undertakings, including to provide copies of the company's bank statements to Correa Torres. The promised documents were transmitted to him partially before the holidays, with the remainder delivered before the January 7, 2026 deadline.

The parties arranged a virtual negotiation session for February 9, 2026, which took place but produced no settlement. On February 10, 2026, Pazmino Guerra obtained an ex parte protection order against Correa Torres from Justice Sylvain Provencher, valid for 10 days, which was never subsequently renewed. Upon being served, Correa Torres became convinced that Me Massicotte was behind this step and that it formed part of a litigation strategy. On February 13, 2026, at 12:31 p.m., Correa Torres sent Me Massicotte a formal demand alleging that the $4,000 paid to the firm from the company account on December 1, 2025 violated Pazmino Guerra's undertaking, and giving Me Massicotte until Monday, February 16 to respond. That same day, at 3:37 p.m., without waiting for a response, Correa Torres served the disqualification application for hearing on February 16, 2026. On February 19, 2026, Correa Torres amended his safeguard order proceedings and filed a new supporting affidavit.

Contractual undertakings and procedural obligations at issue

Two formal undertakings by Pazmino Guerra, recorded in court minutes, were central to the dispute. The first, given on December 1, 2025 at 10:37 a.m., committed her to incurring no expenses for the company other than those falling within the ordinary course of business, without admission or prejudice. The second, given on December 15, 2025, committed her to transmitting copies of the company's bank statements to Correa Torres. Correa Torres contended that payment of Me Massicotte's $4,000 retainer from the company account breached the first undertaking, on the basis that legal fees incurred to defend an oppression claim are not an expense in the ordinary course of business. The court also considered the obligations imposed by Article 20 of the Code of Civil Procedure, requiring parties to cooperate and to inform each other of essential facts in a timely manner, and by Article 17, which requires that each party have an opportunity to be heard.

Reasoning and analysis

The court addressed three overlapping issues: the notice of representation, solicitor-client privilege, and the settlement negotiation privilege.

On the notice of representation, the court accepted without reservation that Me Massicotte had never in fact represented Éclipse Pro Inc. The court minutes from December 1, 2025 recorded him only as counsel for the defendant, Pazmino Guerra. Correa Torres's own counsel confirmed on March 9, 2026 that Me Massicotte had never represented to him that he acted for the company. The court found that the entry of Éclipse in the notice of representation was a clerical error, and that Me Massicotte had properly refrained from correcting it while the disqualification application was pending, since the applicant was relying on that document as a foundation for his claim. Because no actual dual representation existed, the conflict-of-interest argument premised on it fell away.

On solicitor-client privilege, the court held that all allegations about advice Me Massicotte may have given his client — including whether he counselled her to circumvent her court undertaking or assisted her in preparing the protection order application — were based on impressions, not facts. The court reiterated that such impressions do not shift the burden of proof to the lawyer or his client, and that no adverse inference may be drawn from Pazmino Guerra's decision not to waive the privilege. At the March 9, 2026 hearing, Me Massicotte declared under his oath of office that he had played no role in the protection order proceedings, and that another lawyer from a different firm had assisted Pazmino Guerra in that matter. The court found that this denial, combined with the absence of any admissible factual evidence from Correa Torres, was sufficient to dispose of that ground.

On the settlement negotiation privilege, the court identified a significant inconsistency in the applicant's own documents. In his demand letter of February 13, 2026 at 12:31 p.m., the statements attributed to Me Massicotte were placed as having occurred during the negotiation session of February 9, 2026. Hours later, in the formal disqualification application served at 3:37 p.m. that same day, the placement had shifted to after the negotiation session. The court found this change was not coincidental: statements made during a negotiation session are inadmissible under the settlement privilege and cannot be used to obtain a disqualification, whereas statements made after the session would be admissible. The court concluded that the temporal shift was a deliberate tactical adjustment to avoid a foreseeable privilege objection, which gravely undermined the credibility of the entire application. In any event, Me Massicotte denied under oath that he had ever made the statements in question, noting that it would have made no sense to claim a $4,000 refund had been made to the company when Pazmino Guerra had already undertaken to provide Correa Torres with full bank statements — documentation that would have immediately revealed whether any such refund had occurred.

The court also noted a broader concern: Correa Torres had given Me Massicotte a deadline of February 16 to respond to his questions, yet served the disqualification application just hours after sending the demand, without waiting for any response. The court observed that had Correa Torres allowed Me Massicotte to respond, the exhibit confirming that the $4,000 transfer predated Pazmino Guerra's undertaking by over two hours would have been provided, and the theory of a deliberate breach would have collapsed. The court concluded that Correa Torres's true objective was to deprive Pazmino Guerra of her chosen counsel, and that the application had been constructed around very little factual substance, calling Correa Torres's good faith into question throughout.

Ruling and outcome

The court dismissed the disqualification application against Me Benoît Massicotte, with costs awarded against the applicant, Correa Torres. No exact monetary quantum for costs was specified in the judgment. Me Massicotte was authorized to file an amended notice of representation removing Éclipse Pro Inc. and reflecting his sole mandate for Pazmino Guerra. The court also relieved Correa Torres of his failure to inscribe the matter within the prescribed delay, extended the inscription deadline to December 4, 2026, and granted the parties until June 29, 2026 to agree on and file a new case management protocol. While declining to formally declare the application an abuse of process — as doing so would have caused further delay — the court issued a clear warning that a future judge reading this judgment would be entitled to raise such a finding on his own initiative under Article 51(1) of the Code of Civil Procedure if similar conduct continued.