Executive Summary: Key Legal and Evidentiary Issues

• The defendants sought a change of venue from the district of Témiscamingue to the district of Joliette, their domicile, or alternatively to the district of Labelle.
   
• Territorial jurisdiction under article 41 C.C.P. presumptively lies with the court of the defendants' domicile unless an exception under article 42 C.C.P. applies.
   
• Central to the dispute was whether the plaintiff's claim, framed as partly contractual and partly extracontractual, could be split between the corporate defendant and Martin Durand personally.
   
• Quebec law prohibits cumulating contractual and extracontractual liability regimes for the same underlying obligation.
   
• No probative evidence supported the plaintiff's assertion that the contract was formed in Témiscamingue, leaving the burden on the exception unmet.
   
• Convenience factors such as witness location and virtual hearing options were found irrelevant to the determination of territorial jurisdiction.

Facts of the case

4064887 Canada inc. commenced proceedings in the Court of Quebec, district of Témiscamingue, against Les Entreprises Martin Durand inc. and Martin Durand personally, alleging that the vehicle and trailer it purchased from the company were not delivered in conforming condition. The plaintiff framed its claim as hybrid: a contractual claim against the company for breach of the delivery obligation, and an extracontractual claim against Martin Durand personally for misrepresentation during negotiations and for lost revenue caused by its inability to use the equipment. The defendants, both domiciled in the district of Joliette, moved to have the file transferred there as the presumptive forum under article 41 of the Code of Civil Procedure. Alternatively, they sought transfer to the district of Labelle (Mont-Laurier sector), where they said the sale contract was concluded. The plaintiff opposed the motion, arguing that the contract was formed in Témiscamingue when its representative received the defendants' acceptance of its final offer, and that the alleged harm from Martin Durand's misrepresentations was suffered there as well.

Policy and legislative provisions at issue

Article 41(1) C.C.P. sets the default territorial jurisdiction as the district of the defendant's domicile. Article 42 C.C.P. allows a plaintiff to choose an alternative jurisdiction in certain circumstances: for contractual claims, the place where the contract was concluded; for extracontractual claims, the place of the harmful act or the place the harm was suffered; and for claims involving immovable property, the property's location. Article 1458(2) C.C.Q. bars a plaintiff from cumulating contractual and extracontractual liability regimes for the same conduct. Article 48 C.C.P. permits referral of a matter to the chief judge in specified circumstances. Settled case law places the burden on the plaintiff to prove that an exception to the default forum applies, with any doubt resolved against it.

Reasoning and analysis

Justice Gaudreault found that the plaintiff's claim, despite being pleaded as partly extracontractual, was fundamentally contractual in nature. The claim would not exist without the sale contract for the vehicle and trailer, and the relief sought — reimbursement of repair costs and lost revenue — amounted to a price reduction and damages for breach of contractual obligations, not annulment of the sale. Although the plaintiff alleged that Martin Durand personally made misrepresentations amounting to fraud (dol) under article 1407 C.C.Q., the court held that this allegation was inseparable from the contract itself, particularly since Martin Durand is the company's sole shareholder, director, and beneficiary, and the plaintiff's own pleadings characterized the two as effectively one person. Because Quebec law prohibits cumulating contractual and extracontractual liability for the same facts, the contractual regime governed the entire claim, making the place of the alleged harm irrelevant to jurisdiction. Turning to where the contract was formed, the court noted that jurisdiction under article 42(1) C.C.P. would follow the place where the offeror received acceptance. The plaintiff asserted this occurred in Témiscamingue but produced no sworn statement or documentary evidence to substantiate it; the text messages and pleadings in the record showed only general discussions. Since the burden of proving an exception to the presumed forum rested with the plaintiff and any doubt had to be resolved against it, the court could not find that the contract was formed in Témiscamingue. It therefore did not need to decide whether the contract was instead formed in Labelle, since the plaintiff had not pursued that alternative. The court also rejected the plaintiff's reliance on the convenience of its employees, witnesses, and mechanic near the Témiscamingue courthouse, and its proposal for a virtual hearing, holding that convenience is not a relevant factor under articles 41 and 42 C.C.P. Finally, the court declined to refer the matter to the chief judge under article 48 C.C.P., noting the plaintiff's contradictory position between its written submissions and oral arguments, and finding that it had all the evidence needed to decide the venue question itself.

Ruling and overall outcome

The court granted the defendants' motion for change of venue. It ordered the file transferred to the Court of Quebec, civil division, district of Joliette, and directed the clerk to transmit the record to that district's clerk. The defendants, Les Entreprises Martin Durand inc. and Martin Durand, were the successful party. No monetary damages were at issue in this procedural ruling; costs were ordered to follow, with the amount left undetermined at this stage.