Executive Summary: Key Legal and Evidentiary Issues

• Landlords sought to annul a pre-judgment seizure of restaurant equipment claimed by two corporate plaintiffs.
   
• Corporate veil-piercing arguments failed because defendants could not link the plaintiffs' ownership claims to any fraudulent purpose.
   
• Defendants' claim that certain goods had become immovable by destination was dismissed for lack of specificity.
   
• Plaintiffs' own amended pleadings revealed that some seized items were actually held under lease or finance-lease arrangements, not owned outright.
   
• Sworn declarations supporting the seizure were found partially false because they misstated ownership of specific kitchen equipment.
   
• Ultimately, the court annulled the seizure only as to the equipment covered by unproven lease rights, leaving the remainder of the seizure intact.
   

Facts of the case

This Quebec Superior Court decision arises from a dispute over a pre-judgment seizure of movable property located in commercial premises leased by the defendants, Soltron Realty GP Inc. and Soltron Realty LP, to the mise-en-cause, 9470-6769 Québec inc., which until recently operated a restaurant there. The plaintiffs, 9402-7315 Québec inc. and MTL Cuisine Group Inc., seized kitchen equipment and other restaurant items in the premises, asserting ownership and a right to reclaim the goods under article 517 of the Code of Civil Procedure ("C.p.c."). Plaintiffs claimed they had purchased the equipment and supplied it to the mise-en-cause for restaurant operations while retaining ownership. They alleged that in March 2026, the defendants unilaterally changed the locks, preventing both the mise-en-cause from operating and the plaintiffs from accessing their property. The seizure, executed without prior judicial authorization, was supported by sworn declarations from James Costa (president of 9402-7315 Québec inc.) and Jorge Da Silva (president of MTL Cuisine Group Inc.).

Defendants initially sought annulment of the seizure on two grounds: first, that plaintiffs' ownership claims were false because they relied on corporate personality to mask fraud or abuse of right; and second, that some seized items had lost their movable character and were therefore not seizable under article 517. After defendants filed this application, plaintiffs amended their originating pleadings to clarify that certain claimed goods were not owned outright but were instead subject to rental or finance-lease contracts, with plaintiffs holding rights as lessee. This prompted defendants to add a third ground: that plaintiffs were not "the sole owners of an important portion of the seized assets."

Policy and legislative provisions at issue

Article 517 C.p.c. permits a plaintiff to seize certain property as of right, without prior court authorization, where the property is one the plaintiff "is entitled to reclaim," notably property it owns. This differs from article 518 C.p.c., which allows seizure of a defendant's property with court authorization where recovery of a debt might otherwise be jeopardized. Under article 520 C.p.c., a seizure under article 517 must be supported by a sworn declaration affirming the existence of the claim and the facts giving rise to the seizure. Article 522 C.p.c. governs contestation: within five days of service of the notice of execution, a defendant may seek annulment based on insufficiency or falsity of the allegations supporting the seizure.

The defendants also relied on Article 24 of the commercial lease between the parties, which gives the landlord an "Election Right" to retain or require removal of tenant "Installations" at lease termination, along with a companion clause requiring the tenant to warrant clean title to any retained installation. Defendants argued that Annexe C of the lease, addressing "Other Work" including fixtures and equipment, extended this landlord entitlement to all movable restaurant equipment on the premises. Separately, in connection with the immovable-by-destination argument, the court referenced articles 901 and 903 of the Civil Code of Québec, which distinguish movables integrated into an immovable from movables merely affixed to serve the immovable's utility.

Reasoning and analysis

The court addressed each of the defendants' three grounds in turn. On the corporate veil-piercing argument, the court found nothing in the annulment application supporting a veil-piercing conclusion, and in any event, defendants failed to explain how piercing the veil would affect plaintiffs' right to seize under article 517. The court noted that, apart from the specific goods discussed below, defendants did not dispute that plaintiffs had acquired the equipment with their own funds, as evidenced by purchase invoices. The court characterized the argument as speculative, observing that common ownership among multiple corporations is neither illegal nor inherently suspicious, and that defendants had not alleged any ownership or control link between the plaintiffs and the current tenant. The court further reasoned that even if the veil were pierced, this would not establish that the plaintiffs were not the owners of the goods, but would rather bear on whether plaintiffs might be liable for the tenant's obligations under the lease.

On the immovable-by-destination argument, the court found it undeveloped: defendants did not identify which specific goods they meant or explain whether the goods had lost their movable character through integration (article 901 C.c.Q.) or merely served the building's utility while remaining movable (article 903 C.c.Q.). Given the Quebec Superior Court's civil rules requiring a contesting party to specify contested allegations and reasons, and noting defendants had not pressed this point at the hearing, the court dismissed the argument for lack of particulars.

The third ground, concerning goods listed in paragraphs 16.56 to 16.69 of the originating application, proved more consequential. Plaintiffs' original pleading claimed outright ownership of all seized goods, including kitchen equipment covered by three invoices from "Équipements de Restaurants de l'Est." In preparing for the annulment hearing, plaintiffs acknowledged that these particular items were not owned by 9402-7315 Québec inc. but were instead subject to rental or finance-lease contracts, under which the company remained liable for contractual obligations and held sufficient rights to seek judicial protection of the goods. Plaintiffs amended their pleadings accordingly, seeking a declaration of rights as lessee rather than ownership. However, plaintiffs neither pleaded nor proved the terms of these contracts; the only supporting document was a Rental Agreement between a third party, Silver Chef Rentals Inc., and the plaintiff, which contained no list of covered goods and could not be confirmed as applicable to the disputed items.

The court held that the validity of a seizure must be assessed as of the date it was carried out, and the sworn declarations underlying the April 2026 seizure had falsely asserted ownership of these specific goods — a finding independent of whether the error stemmed from oversight, mischaracterization, or another cause. Citing appellate authority, the court emphasized that a seizing party's affidavit must identify the source of any reclamation right, not merely assert its existence. Because plaintiffs had not established, even on a prima facie basis, a valid reclamation right over the goods in paragraphs 16.56 to 16.69 — and had themselves conceded the falsity of their original ownership allegations — the court concluded the evidentiary threshold for maintaining the seizure over these specific items had not been met.

Ruling and overall outcome

The court granted the defendants' Amended Application to quash the seizure before judgment in part. It annulled the seizure specifically as to the kitchen equipment identified in paragraphs 16.56 to 16.69 of the plaintiffs' originating application — items including stoves, a pasta cooker, a sushi case, a fryer, refrigerators, a salamander, a griddle, salad tables, sinks, back bar units, a combi oven, and an ice machine, as itemized in the seizure report — and ordered release (mainlevée) of the seizure as to those goods. The defendants prevailed on this narrow point, while the plaintiffs' broader seizure and the corporate veil-piercing and immovable-by-destination arguments raised by the defendants were otherwise rejected, making this a divided outcome rather than a clean win for either side. Because the bailiff's report indicated the affected goods had been left on the premises rather than physically removed, the court declined the defendants' request to order their return at the plaintiffs' expense. The judgment concludes with an award of legal costs ("avec frais de justice") without specifying a monetary amount.