In the last few weeks, I have joined the Hong Kong Canada Business Association as a board member, looking forward to leveraging my legal expertise and problem-solving abilities to support our members to achieve their business goals. I also watched Inside Out 2 in the cinema, and I loved it. When the trailer only showcases the four new emotions — anxiety, envy, embarrassment and ennui — I noticed that nostalgia and sarcasm also flashed through Riley’s mind! I can’t wait to watch Inside Out 3, where I hope more interesting emotions, such as courage, calmness and gratitude, will develop in Riley’s system.
This post aims to report the Quebec Court of Appeal judgment on Promark Electronics Inc. v. Bombardier Recreational Products inc., 2024 QCCA 906 rendered on July 11, 2024, in which the Court confirms that the territorial jurisdiction of courts (Art. 41 para. 3 Code of Civil Procedure) is established based on the elected domicile provided for in Art. 83 Civil Code of Québec, but not based on the election of domicile indicated in the Québec Enterprise Register under the Act respecting the legal publicity of enterprises (“ALPE”). In other words, when the defendant is a legal entity, although we may serve a legal proceeding to the defendant at its elected domicile indicated in the Québec Enterprise Register, the Court having territorial jurisdiction to hear the case is the Court of the defendant’s head office that carries business activities or if applicable, to their elected domicile stated in the written contract.
It is interesting to note that the appeal is dismissed by the Court of Appeal even when the Respondent did not file a memorandum. The Respondent’s approach in this appeal is undeniably bold but not unreasonable.
Photo by Mr. Ou
Background
In April 2023, the Appellants initiated proceedings in the judicial district of Montreal seeking $9,513,429 in damages from the Respondent. The Appellants argued that they are justified to initiate the proceedings in the judicial district of Montreal as according to the Quebec Enterprise Register record, the Respondent has elected their lawyers’ Montreal office as their domicile.
In June 2023, the Respondent filed a motion of declinatory exception to request the Superior Court to refer the file to the judicial district of Bedford, where its head office is located.
In September 2023, after setting out various principles of statutory interpretation, examining the legislative history of article 41 C.C.P., including the parliamentary debates and the Commentaires de la ministre de la justice, the Honourable Justice Tiziana Di Donato concluded that article 41 C.C.P. should be read in light of article 68 para. 1(1) of the former Code of Civil Procedure, which referred to article 83 C.C.Q., a provision that is still in force. The trial judge rejected the Appellant’s argument that the purpose of the designation of an elected domicile under section 33 ALPE is to inform the opponents where legal proceedings can be instituted against the registrant.
Question in Dispute
Is the trial judge erred in law in concluding that the domicile elected by the registrant in the Quebec Enterprise Register, cannot provide a basis for the territorial jurisdiction of the Courts?
Court’s Analysis
No.
The Court of Appeal starts its reasoning by determining the nature of the question in dispute and the applicable standard of review. In the present file, the nature of the question for appellate analysis concerns statutory interpretation. Statutory interpretation is a question of law matter. The appellate standard of review is correctness.
By citing an important paragraph in Sullivan on the construction of status, the Court of Appeal reminds us that an appropriate interpretation is one that can be justified in terms of (a) its compliance with the legislative text; (b) its promotion of legislative intent; and (c) the outcome complies with accepted legal norms that are reasonable and just.
In its review of the statutory interpretation of the Article 41 C.C.P., the Court of Appeal compares the Art. 41 C.C.P. with the Art. 68 of the former C.C.P. and reproduces the Article 83 C.C.Q. which defines the notion of elected domicile.
| Art. 41 C.C.P. The court having territorial jurisdiction in Québec to hear a judicial application is the court of the domicile of the defendant, or of one of the defendants if there are two or more defendants domiciled in different districts. […] So far as public order permits, the court of the defendant’s elected domicile, or the court designated by an agreement between the parties other than a contract adhesion, also has territorial jurisdiction. [underlining added] | Art. 68 of the former C.C.P. Subject to the provisions of this Chapter and the provisions of Book X of the Civil Code, and notwithstanding any agreement to the contrary, a purely personal action may be instituted: (1)Before the court of the defedant’s real domicile or, in the cases contemplated by article 83 of the Civil Code, before that of his elected domicile. […] Art. 83 C.c.Q. The parties to a judicial act may, in writing, elect domicile with a view to the execution of the act or the exercise of the rights arising from it. Election of domicile is not presumed. [underlining added] |
The Court of Appeal re-emphasizes the relevancy of the Civil Code of Quebec in its interpretation of the Code of Civil Procedure of Quebec by reminding us of the preliminary provision of the Civil Code of Quebec. Its preliminary provision declares that the Civil Code lays down the jus commune in the province of Québec, and that the Civil Code is the foundation of all other laws. Therefore, it is important to refer to it, notably when interpreting other legislation enacted by Quebec’s legislature.
Besides, the Court’s decisions in Veer c. Boardwalk Real Estate Investment Trust and in GBI Experts-conseils v. Ville de Montréal also make us realize that there exists actually a presumption of stability in the law especially in matters of jurisdiction. In other words, the Court’s jurisprudence favours the interpretation that ensures stability of the law in matters of jurisdiction.
For the above-mentioned reasons, the appeal is dismissed without costs, given that the issue raised is of general interest and given the respondent’s position.
Reflection
- Lors de l’interprétation d’un texte de loi au Québec, il est important de revoir l’historique législatif, notamment les débats parlementaires, les Commentaires de la ministre de la Justice et la jurisprudence.
- Il convient de rappeler que le Code civil du Québec établit le droit commun au Québec et qu’à ce titre, il importe de s’y référer, notamment, aux fins d’interprétation des autres lois du législateur québécois.
(Reminder: The purpose of this article is to provide general legal information. It does not contain a full analysis of the law nor does it constitute a legal advice on the points of law discussed. To minimize the legal risk for your business, you must take specific legal advice from a lawyer on any particular matter which concerns you. Thanks for your attention.)