Executive Summary: Key Legal and Evidentiary Issues

• A property manager sought compensation after her services agreement was terminated without notice following a change in building ownership.
   
• Two related corporate defendants disputed any direct contractual relationship with the claimant and sought indemnification from the original contracting party.
   
• Article 2097 of the Civil Code of Québec addresses whether a sale of an enterprise or a change in its legal structure terminates an existing employment contract.
   
• Witness credibility proved central to determining whether the new owner had actual knowledge of the pre-existing agreement before completing the purchase.
   
• Post-sale conduct, including continued task performance and unchanged pay, supported a finding of tacit continuation of the original contract.
   
• Quantification of the claimant's award depended on which specific provisions of the agreement were proven to have been breached.
   

Facts of the case

Pamela Persaud signed a Personal Services Agreement (the PSA) with 9368-4140 Québec inc. on February 7, 2024, acting as manager for two buildings the company owned. In early March 2025, Communauté Inspire 2 S.E.C. [named "Communauté Inspire S.E.C." in the case caption] purchased both buildings, with the related entity Groupe Inspire inc. taking over their management; the two defendant entities are controlled by the same individuals. Persaud continued performing her existing duties under the new ownership — collecting rent, liaising with suppliers, showing units to prospective tenants, and remaining available by phone around the clock — and Groupe Inspire inc. continued paying her the same remuneration set out in the PSA. On April 8, 2025, she received a letter from Anne Roireau of Groupe Inspire inc. terminating her role without cause. She then claimed $14,534.22, made up of $13,560 in lieu of three months' notice under article 6.1 of the PSA, $842 in lease-renewal commissions under article 3.4, and $132.22 for a computer upgrade. The defendants denied ever contracting with Persaud directly and brought a cross-claim against 9368-4140 Québec inc., the original signatory, while that company maintained Persaud had become the defendants' responsibility once the sale closed.

Policy and legislative provisions at issue

Article 6.1 of the PSA entitled Persaud to three months' compensation in the event her engagement ended without notice, and article 3.4 addressed commissions tied to lease renewals. The Court's analysis turned principally on article 2097 of the Civil Code of Québec, which provides that the alienation of an enterprise or a change in its legal structure does not terminate a contract of employment, and that such a contract binds the employer's successor. The burden-of-proof framework under articles 2803 and 2804 CCQ, requiring claims to be established on a preponderance of the evidence, also guided the Court's approach to the competing testimony.

Reasoning and analysis

The Court found Persaud's testimony clear and credible. She had worked exclusively for 9368-4140 Québec inc. for several years before formalizing her role in the PSA, and after the sale she continued performing identical tasks under instructions from the new owners' representatives, Florence Pesneau and Anne Roireau, while being reimbursed for expenses by Groupe Inspire inc. The evidence also showed that Sébastien Gariépy, president of Groupe Inspire inc., received an email forwarding the PSA from Charles Gelber of 9368-4140 Québec inc. on February 21, 2025, the same day Roireau was informed of the agreement at a virtual meeting attended by both parties' representatives. This directly contradicted Gariépy's testimony that he learned of the contract only after closing. On this record, the Court concluded there was at least a tacit continuation of the PSA and that, under article 2097 CCQ, Groupe Inspire inc. became bound by it as the employer's successor once it took over management of the buildings. The Court accepted Persaud's entitlement to the three months' compensation under article 6.1 but found she had not met her burden of proof on the remaining components of her claim — the lease-renewal commissions and the computer-upgrade reimbursement. On the cross-claim, the Court found that Groupe Inspire inc., not 9368-4140 Québec inc., had benefited from Persaud's services following the sale, and rejected Gariépy's claimed lack of knowledge of the PSA.

Ruling and overall outcome

The Court partially granted Persaud's claim, finding in her favour against Groupe Inspire inc. It ordered Groupe Inspire inc. to pay her $13,560, with legal interest and the additional indemnity under article 1619 CCQ running from April 29, 2025, along with legal costs of $237. The Court dismissed Groupe Inspire inc.'s cross-claim against 9368-4140 Québec inc. and ordered Groupe Inspire inc. to pay 9368-4140 Québec inc. legal costs of $374.