9169-3556 Québec Inc. v. Groupe Nutripro, Superior Court, Montréal, no. 500 17 042186 083, September 5, Chantal Corriveau, 11 pages – EYB 2008-146609

The plaintiff, 9169-3556 Québec Inc. (Québec Inc.), sought an interlocutory injunction preventing Groupe Nutripro Inc. (Nutripro) and its representative, André Bégin (Bégin), from offering landscaping services within a territory specified in the franchise agreements. The agreements were entered into between Nutripro and third parties, but the franchisor was now represented by Québec Inc. The latter corporation contended that despite its non competition undertakings under the agreements, as well as its contractual acknowledgement of the reasonability of the undertakings, Nutripro and Bégin continued to operate their business within the territory specified therein. Conversely, Nutripro and Bégin further argued that the franchise agreements were contracts of adhesion and had to be interpreted in their favour as being abusive. As such, they should be rescinded.

Québec Inc.’s motion was allowed in part. With respect to the interlocutory injunction, the Court held that the case must not be considered on its merits. Instead, the question to be answered was whether Québec Inc.’s motion had a reasonable chance of success. In this case, the franchise agreements were contracts of adhesion and had to be interpreted in favour of the adhering parties, Nutripro and Bégin. Given that the non competition clause was very broad and far-reaching, the rights on which Québec Inc. was basing its claim were not clear and convincing. It is possible that a court which would hear this case on its merits would deem the clause abusive and would limit its effects. Moreover, the harm suffered by Québec Inc. in the event of a refusal to issue an interlocutory injunction was not irreparable since, should such a harm exist, it could easily be evaluated and quantified.

With respect to the balance of convenience criterion, it leaned in favour of Nutripro and Bégin, since the issuance of an interlocutory order would effectively put an end to their work until final judgment. The inconvenience suffered by Nutripro and Bégin would be significant. Thus, the motion for an interlocutory injunction seeking to order said parties to cease their landscaping work was rejected.

However, given the letters sent by Nutripro and Bégin with a view to denigrate and disparage new franchisees, as well as Québec Inc. and its network, an interlocutory order was issued enjoining Nutripro and Bégin from making any communication of such nature in the future and using any documentation obtained from Québec Inc.