Executive Summary: Key Legal and Evidentiary Issues

• A travel advisor sought unpaid commissions from a travel agency with which she had no direct written contract, raising the question of whether a legal relationship existed between them.
   
• Competing legal theories — privity of contract, delegation of payment, and stipulation for a third party — were examined to determine whether the agency could be sued directly.
   
• Two rival commission-calculation tables were presented, requiring the court to assess the reliability of each based on its underlying documentation and internal consistency.
   
• Credibility played a central role, with the court finding one witness's emotional testimony diminished the reliability of the agency's evidence.
   
• Damages were sought under multiple heads, including unpaid commissions, moral damages, and lawyer's fees tied to alleged procedural abuse.
   
• Only some of the delays in the proceeding were found to amount to a sanctionable procedural failing, rather than actionable abuse.
   

Facts of the case

Sabrina Tremblay worked as a travel advisor specializing in destination weddings, affiliated since 2017 with a group called Mariage Sud, owned by Éric Lacasse. Under their arrangement, commissions from sales to Mariage Sud's clientele were split 65/35 in Tremblay's favour, while commissions from her own client network were split 90/10. In September 2020, Mariage Sud affiliated with Voyages le connaisseur inc., moving its staff and operations into that agency's premises and operating under its licence, in exchange for sharing operating costs equally. Under this arrangement, Voyages le connaisseur paid advisors like Tremblay directly, based on amounts calculated by Lacasse from tour-operator payment notices.

This continued until July 11, 2023, when Voyages le connaisseur's owner, Paola Carrino, learned Tremblay planned to start her own agency and cut off her computer access. After a requested meeting never occurred, Tremblay emailed Carrino on July 28, 2023 announcing her departure and requesting payment of outstanding commissions. Receiving no response, she sent a formal demand letter, then filed suit in November 2023 for approximately $57,000 plus $5,000 in damages. A default judgment was later set aside on Voyages le connaisseur's motion, and at trial Tremblay's claim grew to $65,183.12 in commissions plus $5,000 in damages, along with $8,287.20 in legal fees tied to an abuse-of-procedure application. Voyages le connaisseur disputed any obligation to pay her directly, denied outstanding commissions were owed, and challenged the damages and abuse claims.

Policy and legislative provisions at issue

Voyages le connaisseur invoked the doctrine of privity of contract under article 1440 of the Civil Code of Québec (C.C.Q.), arguing no direct contract existed between it and Tremblay. Tremblay's counsel responded by invoking delegation of payment under articles 1667 and following C.C.Q., and, ultimately, the mechanism of stipulation for a third party under article 1444 C.C.Q., by which two contracting parties may create obligations enforceable by a third-party beneficiary. The court also considered article 1457 C.C.Q. on extra-contractual fault, article 1426 C.C.Q. on interpreting contracts in light of the parties' conduct, and article 2803(2) C.C.Q. on the burden of proving that a debt has been extinguished. On the abuse-of-procedure claims, the court applied articles 51 and following of the Code of Civil Procedure (C.P.C.), governing abuse of process, and article 342 C.P.C., which addresses significant failings in the conduct of a proceeding and permits an award of extrajudicial fees.

Reasoning and analysis

The court rejected Voyages le connaisseur's privity-of-contract defence, finding Tremblay was not an "absolute third party" to the Mariage Sud/Voyages le connaisseur arrangement. While the evidence did not clearly establish delegation of payment, since Voyages le connaisseur's consent to be personally bound to Tremblay was not proven, the court found the arrangement instead met the requirements of stipulation for a third party under article 1444 C.C.Q. Citing Court of Appeal and Supreme Court of Canada authority, the court held such stipulations require no formal wording and may be implied from the parties' conduct — here, three years of Voyages le connaisseur paying advisors directly on Mariage Sud's instructions established the necessary intention, making Tremblay a genuine contractual creditor with direct recourse against the agency.

On quantum, the court compared Tremblay's table (P-22), built from third-party tour-operator documents and payment agreements, against the agency's table (D-11), generated largely from its internal PC-Voyages software. The court found D-11 unreliable, pointing to several results it called nonsensical, including a trip that generated a negative commission the software's own creator called improbable and Éric Lacasse called impossible, and a discrepancy in which Tremblay would owe money despite having sold tens of thousands of dollars in travel. The court also found Carrino's testimony affected by her emotionality, noting she made unsupported accusations of fraud and theft, while her own witness confirmed that advisor payments were historically calculated from tour-operator payment notices rather than the software she relied on at trial. The court preferred Tremblay's table as more rigorous and reliable, awarding the full $62,533.12 claimed, plus an uncontested $2,650 in additional commission. It also rejected the agency's argument that a $3,216.13 payment should be deducted, finding Tremblay's bank records showing non-receipt more convincing, and noting the burden fell on the agency under article 2803(2) C.C.Q. to prove the debt was extinguished.

On moral damages, the court accepted that Tremblay experienced real stress and health impacts but found the causal link to the agency's conduct not exclusive, since it was Tremblay who ultimately ended the relationship by email, and awarded the more modest $1,000 previously set by the default judgment. On the abuse-of-procedure claim, the court found genuine delays — a nine-month wait for preliminary filings and a six-month wait for undertakings after examination — but held these amounted to procedural failings under article 342 C.P.C. rather than bad-faith abuse under article 51 C.P.C., since nothing suggested malice or recklessness. Working from redacted legal billing records, the court could connect only some of the claimed hours to the relevant delays and rounded the recoverable amount to $3,500.

Ruling and overall outcome

The court partially granted Sabrina Tremblay's claim, finding a valid legal relationship existed between her and Voyages le connaisseur inc. through the mechanism of stipulation for a third party. Voyages le connaisseur was ordered to pay Tremblay a total of $69,683.12 — comprising $62,533.12 in commissions under table P-22, $2,650 in an additional uncontested commission, $1,000 in moral damages, and $3,500 in extrajudicial fees tied to procedural failings under article 342 C.P.C. — with interest at the legal rate plus the additional indemnity under article 1619 C.C.Q. running from October 12, 2023, along with legal costs.