Executive Summary: Key Legal and Evidentiary Issues

• Courteau Communication sought $15,000 from Camden, framing the sum as a "finder's fee" owed after BGO began dealing directly with Camden.
   
• Neither party disputed that no written contract governed the relationship, since verbal agreements are valid and enforceable under Quebec civil law.
   
• Evidence showed Courteau Communication never clearly objected to BGO's direct communications with Camden as they occurred.
   
• Good faith performance of contractual obligations emerged as the central legal standard applied throughout the analysis.
   
• Camden's counterclaim for $9,024.74 in litigation-related costs required the court to assess whether Courteau Communication's claim amounted to an abuse of procedure.
   
• Only Camden's request for court costs on the main claim succeeded, while its cross-claim for damages was dismissed.
   

Facts of the case

Courteau Communication inc. managed a project for Services immobiliers BGO (BGO) to launch the renovated lobby of the Sun Life Building. For the graphic creation, signage campaign, and media placement components, Courteau Communication retained Camden Canada inc. as a supplier. No written contract set out the terms of this arrangement between Courteau Communication and Camden.

Courteau Communication's representative testified that she informed Camden of a total anticipated fee pool of $25,000 from BGO for project direction, of which she proposed $10,000 go to Camden and $15,000 remain with Courteau Communication. Camden instead proposed being compensated through a 10% rebate, or what the parties alternately described as a "finder's fee." Courteau Communication refused this arrangement, and the matter was never resolved between the parties, nor discussed in any email exchange in evidence.

Over the course of the project, BGO began communicating with Camden directly. BGO asked Courteau Communication for an editable version of the project schedule so it could make changes itself, and the same day, in a separate email, told Camden it would reach out to them directly regarding any further changes to the schedule. Courteau Communication's representative testified that she noticed these irregularities early on but chose not to raise them directly with either BGO or Camden, attributing the behavior to inexperience on BGO's part and continuing to believe it was done in good faith. In December 2024, after BGO did not pay the $25,000 project-direction fee Courteau Communication expected, Courteau Communication invoiced Camden $15,000 as a "finder's fee." Camden refused to pay, maintaining those fees were BGO's responsibility. Camden also brought a cross-claim against Courteau Communication for $9,024.74, covering time spent reviewing the claim and preparing its defence, legal fees, and time lost attending court, on the basis that the claim was abusive.

Policy and legislative provisions at issue

The court applied several provisions of the Civil Code of Québec (C.C.Q.) governing contractual performance and good faith, including article 1458 C.C.Q. (liability for failure to honour contractual commitments), article 1590 C.C.Q. (the duty to fulfill obligations fully, properly, and without delay), article 1607 C.C.Q. (liability for injury that is an immediate and direct consequence of non-performance), articles 6, 7, and 1375 C.C.Q. (good faith as an integral part of contractual obligations), and article 2805 C.C.Q. (the presumption of good faith). On the cross-claim, the court considered articles 51 and following of the Code of Civil Procedure (C.p.c.), governing abuse of procedure, article 342 C.p.c., addressing significant failures in the conduct of proceedings, and article 340 C.p.c., governing entitlement to court costs for the successful party.

Reasoning and analysis

The court found that the absence of a written contract did not undermine the existence of a binding arrangement between Courteau Communication and Camden, since verbal contracts are valid under Quebec law. However, the court concluded that Courteau Communication never clarified its expectations with Camden regarding the division of the $25,000 project-direction fee, and never objected when BGO began dealing directly with Camden. Camden was found to have acted in good faith throughout, deferring to Courteau Communication on matters within its scope and communicating transparently about its understanding of the parties' respective roles.

The court determined that Camden could not be held responsible for BGO's independent decision not to pay Courteau Communication the project-direction fees it anticipated, since Camden did not intervene in that decision and received no compensation itself for project direction. The court noted that it was BGO, not Camden, who chose to communicate directly with Camden for efficiency and cost-control reasons, and that Courteau Communication retained a degree of overall project leadership throughout, including receiving project updates and being copied on relevant communications. On this basis, the court found Camden had fulfilled its contractual obligations and owed no compensation to Courteau Communication.

On Camden's cross-claim, the court found no significant failure in the conduct of the proceedings and no abuse of procedure, since Courteau Communication's claim did not meet the threshold of being clearly unfounded, frivolous, vexatious, or brought to harm Camden. The costs and inconveniences Camden incurred were characterized as ordinary incidents of litigation rather than compensable harm.

Ruling and overall outcome

The court dismissed Courteau Communication's claim against Camden in its entirety, finding no basis for the $15,000 sought. Camden's cross-claim for $9,024.74 was also dismissed, as the court found no abuse of procedure or significant procedural failure justifying an award of costs beyond the ordinary rule. As the successful party on the main claim, Camden was awarded court costs of $374, representing its filing fee for the defence; each party otherwise bore its own costs, including with respect to the dismissed cross-claim.