Executive Summary: Key Legal and Evidentiary Issues

• Shareholders disputed whether one shareholder-president could unilaterally dismiss the other two shareholder-employees without board or unanimous shareholder approval.

• Contractual interpretation centered on the Unanimous Shareholders Agreement's requirement that director removal and major decisions receive unanimous consent.
• Evidence showed the defendant changed the restaurant's locks and removed the plaintiffs from the Quebec enterprise registrar without their knowledge.
• Disputed allegations included claims of fund misappropriation by the plaintiffs and claims of false accusations by the defendant.
• Jurisdictional questions arose because the parties were bound by an arbitration clause despite seeking court-ordered interim relief.
• Application of the four safeguard-order criteria (apparent right, serious harm, balance of inconvenience, and urgency) determined whether reinstatement was warranted pending arbitration.

Facts of the case

Isaac Lauzon and Éric Duquette each held one-third of the ordinary shares in 9489-6503 Québec inc., operator of the Wakefield restaurant Jean Burger, while the remaining third was held by Patrick Power through Ekin Capital Corporation. Since 2023, Lauzon and Duquette ran the restaurant's daily operations. Several disagreements developed between the parties over the past year, and on April 20, 2026, Power, acting as president, dismissed the plaintiffs for cause. On the night of June 1–2, 2026, the locks were changed, and the plaintiffs found themselves unable to access the premises when they arrived on June 2. Power then took exclusive control of operations, hired an outside manager, and cut off the plaintiffs' access to corporate and financial information. The plaintiffs claimed Power had no authority to dismiss them or remove them as directors, while Power maintained the dismissal was justified due to alleged insubordination and unauthorized self-paid compensation increases. Because the parties were bound by an arbitration clause in their Unanimous Shareholders Agreement (the "USA"), and no arbitrator had yet been appointed, the plaintiffs sought a safeguard order from the Superior Court pending arbitration.

Policy terms or contractual clauses at issue

The USA, signed August 17, 2024, named Patrick Power, Isaac Lauzon, and Éric Duquette as the corporation's three directors, with Power as president and secretary and the plaintiffs as vice-presidents. Article 2.01 of the USA required unanimous shareholder consent for the election and removal of directors, and Article 2.02 extended that unanimous-consent requirement to other major decisions outside the ordinary course of business. Article 3.01(b) set out a 36-month vesting schedule for the plaintiffs' shares running from June 12, 2023, while Article 5.04(a)(v) provided that a shareholder-employee who ceased to be employed within that 36-month period would be obligated to sell their shares back to the corporation. The defendant relied on Article 7.12, an irrevocable proxy clause appointing Power as attorney-in-fact for shareholders who failed to meet their obligations under the agreement, to argue he had authority to act on the plaintiffs' behalf.

Court's reasoning and analysis

The court applied the established four-part test for a safeguard order: apparent right, serious or irreparable harm, balance of inconvenience, and urgency. On apparent right, the court found that dismissing officers fell to the board, not to a single shareholder, and that the USA's unanimous-consent requirement for removing directors meant Power could not unilaterally strip the plaintiffs of their director status. The court found the Article 7.12 proxy clause was designed to address a shareholder's failure to act, not to authorize the president to dismiss fellow shareholder-employees, and concluded the plaintiffs had shown a strong apparent right that the defendant's actions breached the USA. On serious harm, the court noted the plaintiffs had been completely excluded from the business, lost access to financial and corporate records, and faced an ongoing share buy-back process that could strip them of their ownership before an arbitrator ruled on the dispute's merits. On the balance of inconvenience, the court reasoned that since the defendant had never previously criticized the plaintiffs' day-to-day management, restoring the prior arrangement would not harm him, whereas the plaintiffs' livelihoods and personal loan guarantees to friends and family were directly at stake. Finally, the court found urgency satisfied given the risk that any later ruling on the merits could become moot without interim relief.

Ruling and overall outcome

For these reasons, the court granted the safeguard order sought by the plaintiffs, Isaac Lauzon and Éric Duquette. It ordered the defendant, Patrick Power, to return restaurant keys and correct the enterprise registrar by June 27, 2026, reinstated Lauzon and Duquette as vice-presidents of 9489-6503 Québec inc. pending an arbitrator's final decision, barred Power from cancelling or selling the plaintiffs' shares, and required him to restore their unrestricted access to the premises, financial accounts, corporate records, and email within set deadlines. The court also prohibited Power from altering banking authority, closing the restaurant, or hiring or firing staff, and ordered preservation of relevant records. The judgment did not include a monetary damages award; it stated only that legal costs ("frais de justice") were ordered against the defendants, without specifying a dollar amount.