Executive Summary: Key Legal and Evidentiary Issues

• Plaintiff 9041-8534 Québec inc. sought reimbursement of $8,813.99 from real estate broker BLVD Immobilier, arguing the commission was conditional on the tenant occupying the premises for 60 months.
• Central to the dispute was whether the Brokerage Agreement conditioned the $20,000 commission on the tenant remaining in the leased premises for the full lease term.
• No written correspondence or clause in the Brokerage Agreement supported Plaintiff's claim that the commission was tied to a 60-month occupancy period.
• Contract interpretation principles under the Civil Code of Québec guided the court's analysis, including the obligation of good faith under article 1375 C.C.Q.
• Both parties were found to have acted in good faith, and both were experienced commercial entities, weighing against judicial intervention to rebalance the contractual arrangement.
• BLVD filed a cross-claim for the unpaid second installment of $12,183.50, which the court ultimately upheld, resulting in a total award of $12,557.50 plus interest and additional indemnity.

Facts of the case

9041-8534 Québec inc. (Plaintiff) is a company that has leased commercial spaces since 1987. Groupe Immobilier Agate Inc., operating under the name BLVD Immobilier (BLVD), is a real estate brokerage agency. In the fall of 2022, Plaintiff was seeking to lease a commercial space in its building located in Dollard-des-Ormeaux for a five-year term. After Plaintiff met with a potential tenant — a gym operator — a representative of BLVD contacted Plaintiff, identifying himself as the broker representing that tenant. On November 28, 2022, the parties entered into a brokerage agreement (the Brokerage Agreement) providing for a $20,000 commission payable to BLVD in two equal installments: 50% at the signing of the lease and 50% after one year. Upon execution of the lease, Plaintiff paid the first installment. However, after seven months of occupancy, the tenant vacated the premises and subsequently went bankrupt, prompting Plaintiff to withhold the second installment.

Plaintiff commenced proceedings seeking reimbursement of $8,813.99 — representing the portion of the commission it considered overpaid relative to the seven months of occupancy. BLVD denied owing any refund and, by way of cross-application, claimed the unpaid balance of $12,183.50.

Contractual terms at issue

The disputed clause of the Brokerage Agreement provided for a "flat brokerage real estate commission" of $20,000, payable in two installments of 50% each — the first at the signing of the lease, and the second after one year — subject to conditions including the tenant's signed acceptance of the letter of intent, payment of a $9,000 security deposit, and execution of the commercial lease. Plaintiff contended that the commission was conditional on the tenant occupying the rented premises for 60 months, characterizing the first payment of $10,000 as an advance paid in good faith. BLVD countered that the commission was earned in full upon performance of its brokerage services — finding the tenant, negotiating the rent, and facilitating execution of the lease — and that the Brokerage Agreement contained no provision making it liable for tenant default.

Court's reasoning and analysis

The court first considered whether the Brokerage Agreement was ambiguous, a necessary threshold before it could resort to contractual interpretation. Applying principles drawn from the Civil Code of Québec — including articles 1425 and 1426 C.C.Q. — and relevant jurisprudence, the court examined the written communications exchanged between the parties, the circumstances surrounding the agreement's conclusion, and the subsequent conduct of both parties. None of the correspondence referenced a condition tying the commission to 60 months of tenant occupancy, and the Brokerage Agreement itself, which was drafted by Plaintiff, contained no such clause. The court noted that the expression "flat brokerage real estate commission" referred to a lump-sum payment for all services rendered by BLVD prior to the lease being signed.

The court concluded that the Brokerage Agreement was clear on its face and required no interpretation: the $20,000 commission was payable in two installments, subject only to the conditions expressly listed, none of which included a 60-month occupancy requirement. The court further found that both parties had acted in good faith, and that Plaintiff — a company with over 30 years of experience in commercial leasing — had not thought to include a provision addressing what would happen to the commission in the event of early tenant departure or insolvency. In those circumstances, the court declined to intervene under article 1434 C.C.Q. to alter the contractual arrangement, noting that doing so would amount to importing the concepts of lesion or unforeseeability into Quebec law through the back door.

Ruling and overall outcome

The court dismissed Plaintiff's application and granted BLVD's cross-application in its entirety. Plaintiff was ordered to pay BLVD and Groupe Immobilier Agate Inc. the outstanding commission balance of $12,183.50, plus interest at the legal rate and the additional indemnity under article 1619 C.C.Q. calculated from February 14, 2025 — the date of filing of the cross-application, as BLVD had not sent a prior letter of demand. Plaintiff was further ordered to pay legal costs of $374 for the contestation and cross-application, bringing the total monetary award in favour of BLVD and Groupe Immobilier Agate Inc. to $12,557.50, exclusive of interest and the additional indemnity.