Executive Summary: Key Legal and Evidentiary Issues

• Thirty-two objections raised during the pre-trial examination of the plaintiff's representative required judicial determination.
   
• Sixteen objections grounded in relevance were dismissed as the questions were not abusive or disproportionate to the case.
   
• Two objections concerned whether specific questions called for legal conclusions rather than factual answers.
   
• Nine objections invoked professional secrecy or litigation privilege in relation to corporate financial and appraisal information.
   
• Five objections were resolved by agreement between the parties and deferred to be addressed on the merits.
   
• Costs were reserved to follow the outcome of the underlying oppression proceeding.
   

Facts of the case

Restauration LC 05 inc. sued several defendants, including 9543-4254 Québec inc., 2641-4276 Québec inc., Christian Bolduc, and Mélissa Roy, seeking injunctive relief under the oppression remedy provisions of the Business Corporations Act. The plaintiff alleged that the defendants, through their collective conduct, had abused their rights within 9450-3018 Québec inc., the company named as a mise en cause, to that company's detriment. In response, the defendants filed a cross-demand, including a request for an interlocutory injunction ordering Luc Bélanger—the plaintiff's representative—to refrain from aggressive, threatening, or intimidating conduct toward the company's representatives, along with a claim for damages. On January 28, 2026, Bélanger was examined on discovery in his capacity as the plaintiff's representative. During that examination, counsel for the plaintiff objected to 32 questions, prompting the parties to bring the objections before the court for determination.

Policy and legislative provisions at issue

The plaintiff's claim was framed under article 450 of the Business Corporations Act (RLRQ, c. S-31.1), which permits a shareholder to seek redress for oppressive or unfairly prejudicial conduct. On the procedural side, article 228 of the Code of Civil Procedure was central to the relevance objections: it provides that objections raised during a pre-trial examination on grounds of relevance do not halt the examination, and the witness must still answer. Article 221 of the Code of Civil Procedure was also invoked, confirming that pre-trial examinations may cover all facts relevant to the dispute and the evidence supporting them, including facts relating to a cross-demand.

Reasoning and analysis

The court grouped the 32 objections into three categories. On relevance, the court held that rules of relevance in pre-trial examinations must be interpreted broadly and liberally, consistent with the legislature's intent that examinations proceed efficiently and without unnecessary obstruction. Given the wide-ranging accusations exchanged between the parties in the oppression proceeding, the 16 relevance-based objections (OLB-7 to OLB-19 and OLB-25 to OLB-27) were dismissed, as the underlying questions did not cross the line into abusive or disproportionate territory. On the question of legal characterization, the court distinguished between a factual inquiry and a request for a legal conclusion. It found that OLB-6, which asked whether a judgment by Justice Bouchard had ended Bélanger's relationship with Sylvain Bellisle, sought a factual answer about the state of a business relationship and was therefore permissible. By contrast, OLB-20, which asked Bélanger whether he claimed that Bellisle was obligated to sell his shares, called for a legal opinion and was properly the subject of an objection. Finally, on professional secrecy and litigation privilege, the court dismissed all nine objections (OLB-21 to OLB-24 and OLB-28 to OLB-32). It reasoned that questions seeking accounting information about the mise en cause company did not implicate privileged communications, since the defendants were themselves shareholders of that company. Similarly, questions about the context surrounding a particular date sought factual background rather than privileged legal advice. As for questions about whether the company's building and commercial premises had ever been appraised, the court found these sought only to establish the existence of an appraisal—an objective fact—rather than its contents or any litigation strategy, and were directly relevant to allegation 42 of the originating application, which concerned the defendants' failure to obtain a joint expert appraisal.

Ruling and overall outcome

The court took note of the parties' agreement that objections OLB-1 to OLB-5 would be addressed on the merits, with related undertakings to be transmitted subject to those objections. It dismissed objections OLB-6 through OLB-19 and OLB-21 through OLB-32, requiring Bélanger to answer the corresponding questions, while granting objection OLB-20 on the basis that it called for a legal conclusion. The outcome was therefore mixed: the defendants succeeded in compelling answers to the large majority of the contested questions, while the plaintiff succeeded in shielding one question calling for a legal opinion. No monetary award was made in this decision; costs of the motion were ordered to follow the outcome of the underlying proceeding on the merits.