Executive Summary: Key Legal and Evidentiary Issues

• Courts had to determine whether the plaintiffs' contracts were promises of sale or interest-free repayable cash advances.
• Contractual interpretation principles under articles 1425 to 1432 of the Civil Code of Québec guided the analysis of the parties' true intention.
• Evidence of the parties' conduct, including rent allocation, expense-sharing, and renovation access, proved central to establishing the contracts' true nature.
• Five cumulative conditions for an action in passation de titre required examination, including a valid enforceable promise and formal demand letters.
• Disputed calculations concerning outstanding balances and building expenses needed resolution based on financial records and testimony.
• Whether the plaintiffs filed their claim within a reasonable time, despite a nearly five-year gap since signing, was a key evidentiary issue.

Facts of the case

Until April 2018, the Centre communautaire islamique de l'Est de Montréal, founded by imam Adil Charkaoui, leased space in a building at 4201–4209 rue Bélanger Est in Montreal. The building included a basement, a ground floor occupied by the Centre, and ten residential units split across two floors. The Centre's lease gave it a right of first refusal if the building was ever sold. In spring 2018, the Centre learned that the building's owner had signed a promise to sell it to a third party for one million dollars. Facing a tight deadline to exercise its right of first refusal but lacking sufficient funds, the Centre solicited donations and loans from its congregation. When that fell short, Charkaoui proposed that members "buy" a residential unit to help cover the gap, with prices ranging from $80,000 to $140,000 depending on the unit's size and floor. Six buyers came forward, including the plaintiffs Mohammed Amri, Sanaa Saoud, and Abderrazzak Jeddou. Because the units were not legally divided into co-ownership lots, the arrangement was structured so the Centre alone would acquire the building, while simultaneously entering into promises of sale granting each buyer an undivided share with exclusive use of a specific apartment. The Centre acquired the building on April 19, 2018. Amri and Saoud obtained a promise covering apartment 9, and Jeddou obtained one covering apartments 8 and 10, signed May 1, 2018. Relations between the parties were initially cooperative: a WhatsApp group was formed, square footage was agreed upon, and a shared spreadsheet tracked rental income and expenses. Draft sale and co-ownership contracts were prepared in December 2020, but disputes over the co-ownership agreement's terms, compounded by pandemic-related delays, stalled the process. In January 2022, Charkaoui presented an ultimatum requiring acceptance of his proposed co-ownership conditions within ten days or forfeiture of the deal. Two other buyers accepted and completed their purchases, but the plaintiffs and two others refused. The plaintiffs were subsequently removed from the WhatsApp group and stopped receiving the expense spreadsheet. They filed suit in January 2023.

Contractual terms at issue

The dispute turned on how to characterize the contracts signed by the plaintiffs. The Centre argued these were interest-free, repayable cash advances rather than promises of sale. The plaintiffs maintained they were promises of sale. The contested contracts stated that the buyer agreed to advance a specified sum, in exchange for which the Centre committed to sell an undivided share of the building with exclusive use of a designated apartment once the buyer completed payment within 24 months; the contracts also barred the Centre from granting exclusive use of that apartment to anyone else during that period without the buyer's written consent. The court contrasted this wording with a separate agreement signed by another community member, Mr. Azizi, which explicitly described a loan of $120,000 repayable without interest over 24 months — language the court found materially different from the plaintiffs' contracts.

The court's reasoning and analysis

Applying Quebec's contract-qualification principles, the court examined the text, context, and conduct of the parties. The text of the plaintiffs' contracts was found to be clear and unambiguous in obligating a transfer of ownership upon full payment. The context—an urgent fundraising effort tied to the building's acquisition, with the imam publicly thanking apartment purchasers by name after the signing—supported the same conclusion. The parties' subsequent conduct reinforced it: the Centre handed over keys so buyers could renovate, utilities were converted to track individual usage, rent was allocated to buyers in proportion to payments made, and a monthly spreadsheet recorded expenses and rent for all parties, including monsieur Charkaoui. The same percentage calculations from that spreadsheet were later used in the sale contracts signed with the two buyers who did complete their purchases, and the Centre's own pleadings acknowledged the plaintiffs would become co-owners once the price was paid. On this basis, the court concluded the contracts were promises of sale, with each plaintiff's undivided share corresponding to their apartment's proportion of the building's total square footage — 4.72% for Amri and Saoud, and 7.17% for Jeddou. The court then reviewed the five cumulative conditions for an action in passation de titre. It found the promises valid and enforceable, noting the 24-month payment deadline was not treated as strict by either party. It rejected the Centre's argument that the promises were conditional on a finalized co-ownership agreement. Formal demand letters accompanied by conforming deeds of sale had been sent, with only percentages and adjustments left outstanding. On the balance of the sale price, the court found Amri and Saoud had paid $120,000 toward their $130,000 price, leaving $10,000 due, while Jeddou had paid $125,000 toward his $160,000 price, leaving $35,000 due — both amounts matching sums already deposited with a notary. On building expenses, the court calculated $19,518 owed by Amri and Saoud and $32,662 owed by Jeddou as of April 30, 2026, and permitted the plaintiffs to complete their deposits by adding $10,460 and $20,938, respectively, to sums already held in trust. Finally, the court found the roughly five-year gap between signing and filing suit did not bar the claim, given the three-year prescription period, the absence of any renunciation by the plaintiffs, and delays attributable to notary changes, the COVID-19 pandemic, and the co-ownership dispute.

Ruling and outcome

The court granted the plaintiffs' action in passation de titre. It ordered the Centre communautaire to sign deeds of sale before notary François Lebreux within 45 days, reflecting undivided shares of 4.72% for Amri and Saoud and 7.17% for Jeddou, conditional on the plaintiffs depositing the outstanding balances and expense adjustments within 30 days. If the Centre fails to sign within the deadline, the judgment itself will operate as the deed of sale. The plaintiffs — Amri, Saoud, and Jeddou — were the successful parties, though the judgment did not grant them a monetary award; rather, it compelled the transfer of undivided ownership shares, conditioned on their payment of the remaining sale-price balances ($10,000 for Amri and Saoud, $35,000 for Jeddou) and expense adjustments ($19,518 and $32,662, respectively, less sums already held in trust). Legal costs were ordered against the Centre communautaire, though the judgment does not state a specific dollar amount for those costs.