Executive Summary: Key Legal and Evidentiary Issues

• Scope and clarity of the Broker Carrier Agreement’s non-solicitation / non-acceptance clauses (clauses 4 and 7) and whether they validly bar Georgian from accepting Foliot shipments except through Vitesse
• Characterisation of the contract as a commercial agreement of gré à gré rather than a contrat d’adhésion, and the resulting rejection of contra proferentem arguments in Georgian’s favour
• Effect of clause 7A’s deemed-knowledge mechanism, imputing to Georgian knowledge that any shipper for whom it hauls Vitesse loads is a “customer of Vitesse,” even if the broker never reveals the client’s identity
• Alleged breach by Georgian in accepting Foliot shipments via another broker (Explorer Logistics) and Georgian’s attempt to justify this on industry practice, contract interpretation, and alleged tolerance by Vitesse
• Validity and enforceability of Georgian’s trailer-related damages claim, including proof problems, arbitrary detention rates, and incompatibility with clause 5G’s prohibition on detention charges without prior written agreement
• Pleaded abuse of procedure by Georgian under arts. 51–54 Cpc and its claim for extrajudicial fees, ultimately dismissed because Vitesse’s claim was found well-founded and succeeded on the merits

Factual background and parties’ business relationship

Vitesse Trucking Services Inc. is a Montreal-based trucking and freight brokerage company that both transports goods itself and, when volume is too high, subcontracts shipments to other trucking companies. Georgian Freight Lines Inc. is an Ontario-based carrier that performs transport only and does not act as a broker. Vitesse began working with furniture manufacturer Foliot Furniture of Saint-Jérôme in early 2020. Foliot needed high-volume, North American-wide transportation of dorm and hotel furniture. Vitesse initially served Foliot directly as carrier, but quickly needed additional capacity to meet Foliot’s volume. It therefore retained Georgian as a subcontract carrier in 2020 or early 2021, without a written contract at first. A particular feature of the Foliot work was that 40–50 trailers at a time would be spotted and left at Foliot’s premises for up to 60 days at no charge, to allow Foliot’s staff to hand-load furniture as it was produced. Once a trailer was full or the 60-day period ended, Vitesse or Georgian would haul the trailer to multiple destinations across North America. Vitesse did not have enough trailers to sustain this operating model, so Georgian agreed to supply trailers on the same no-charge spotting terms. In this period, the parties collaborated closely on high-volume Foliot movements, without a formal written brokerage agreement.

The Broker Carrier Agreement and key clauses

In 2022, after a series of reminder emails sent in May, June and July as part of a mass request to hundreds of carriers, Vitesse required Georgian to sign a standard form Broker Carrier Agreement, identified as Exhibit P-3, dated 29 July 2022. Vitesse presented the agreement as an insurance-driven requirement to remain in its carrier database and continue receiving loads. Georgian’s principal, Mr. Jaspreet Singh, only read and signed the agreement at the end of July 2022; he did not seek legal advice or attempt to negotiate any term, and Vitesse had already allowed other carriers to negotiate modifications to similar agreements. Under clause 5A, Georgian undertook to transport all loads tendered by Vitesse, using its own equipment (clause 5B). Clause 15 provided that Quebec courts would have jurisdiction over disputes. The central provision relied on by Vitesse is clause 7 (“No Back Solicitation”): clause 7A states that when Georgian accepts a load offered by Vitesse, such acceptance “will constitute Carrier’s recognition that the shipper of the load is a customer of Vitesse.” Clause 7B provides that Georgian “agrees to not solicit or accept, directly or indirectly, shipments from Vitesse’s customers from anyone other than Vitesse.” Clause 7C grants Vitesse a 10% commission on gross transportation revenues if clause 7 is breached, plus a right to injunctive relief and recovery of costs and attorneys’ fees if Vitesse is the prevailing party. Clause 7D extends the duration of this restriction for two years after termination of the agreement. Clause 4 is also important. It is titled “No Exclusivity” and states that Vitesse is free to tender shipments to carriers other than Georgian, and Georgian “is not restricted from providing its transportation services to entities other than Vitesse or Vitesse’s customers.” The Court ultimately held that clauses 4 and 7 must be read together: Georgian remains free to work for anyone in the market, except that it cannot solicit or accept shipments involving the customers it serves as Vitesse’s subcontractor unless those shipments come through Vitesse.

Emergence of the dispute and termination

The parties’ relationship continued for Foliot loads into 2022, 2023 and early 2024. Georgian also hauled for other shippers on Vitesse’s behalf. At some point in late 2023, Georgian started hauling loads involving Foliot via a different broker, Explorer Logistics. Explorer, as broker, did not disclose to Georgian that Foliot was its client, and Georgian took the position that in industry practice, brokers generally do not reveal the identity of their clients and carriers remain free to work for any broker unless there is a clear, reasonable and enforceable exclusivity clause. In January 2024, Vitesse learned—through a Foliot email dealing with trailer responsibility and later information from Foliot and other sources—that Georgian had been transporting Foliot freight via Explorer Logistics starting in December 2023. Vitesse concluded that this breached clause 7B of the Broker Carrier Agreement. On 21 May 2024, Vitesse emailed Georgian to demand that it cease all transport for Foliot, whether directly or via another broker. Georgian refused. On 31 May 2024, Vitesse served a formal cease-and-desist letter requiring Georgian to stop all transport directly or indirectly for Foliot or for any other Vitesse customer. In parallel, Vitesse sharply reduced and then eliminated the Foliot volume it gave to Georgian. On 10 June 2024, Georgian responded by giving formal written notice terminating the Broker Carrier Agreement, citing article 14B and 14C. It claimed “failure to provide notice of loss of business” by Vitesse as a contractual breach, and purported to terminate on 15 days’ notice under clause 14C. At the same time, Georgian demanded that Vitesse return all Georgian trailers then sitting at Foliot’s premises within 15 days, warning it would bill $65 per day, per trailer, for any trailers not recovered by 26 June 2024. When trailers were not promptly returned, Georgian followed up on 26 June 2024, asserting detention claims and eventually quantifying a multi-trailer claim that evolved over time.

Procedural history and the earlier interlocutory decision

Vitesse commenced proceedings in the Quebec Superior Court seeking, among other things, a permanent injunction under article 509 Cpc to restrain Georgian from soliciting or accepting shipments from Foliot and any other Vitesse customers, along with contractual damages and extrajudicial fees under clause 7C. Georgian defended on multiple grounds: it argued that the agreement was a contrat d’adhésion whose restrictive clauses should be interpreted against Vitesse; that clause 7 created only a non-solicitation obligation, not a true non-competition or non-acceptance obligation; that the wording was ambiguous and unreasonable; that industry practice allowed it to work for any broker as long as it did not “poach” clients it knew to be Vitesse’s; and that Vitesse had tolerated or authorised it to accept other work involving Foliot. Georgian also asserted monetary claims of its own. It sought tens of thousands of dollars for trailer detention or loss, and more than $58,000 in extrajudicial lawyer’s fees on the basis that Vitesse’s lawsuit was abusive under articles 51, 52 and 54 Cpc. Before trial on the merits, Vitesse moved for an interlocutory injunction to restrain Georgian pending a full hearing. On 17 January 2025, a different Superior Court judge (Roberge J.) refused to grant that interim relief. That decision was explicitly characterised as purely interlocutory, and Vitesse later discontinued its appeal from that ruling. In the final merits judgment, Justice Bisson notes that the interlocutory refusal does not bind the trial judge on the ultimate interpretation of the contract or on whether a permanent injunction should issue.

Evidence on knowledge of Vitesse’s clients and industry practice

A major evidentiary issue was whether Georgian actually knew, in practice, that Foliot was Vitesse’s client. Vitesse’s president, Mr. Aldo Decarolis, testified that in 2020 or 2021 he told Mr. Singh expressly that Foliot was Vitesse’s client and that Georgian was being brought in as a subcontract carrier for that client. There was no corroborating document, and the testimony was brief. Mr. Singh, by contrast, gave detailed, consistent testimony (both at trial and in his pre-trial examination) that brokers seldom, if ever, reveal their clients to carriers. In his experience, transport documents specify only where to pick up and deliver and when, not who the broker’s client is; the shipper or consignee may or may not be the party that has retained the broker. He maintained that he did not know Foliot was Vitesse’s client and could not infer that simply from picking up trailers at Foliot’s premises. That evidence was reinforced by the testimony of Mr. Sergei Semenchenko, president of Explorer Logistics, who confirmed that Explorer never disclosed to Georgian that Foliot was its client either, and who described the same customary separation between brokers, their clients and carriers. The Court found Mr. Singh and Mr. Semenchenko to be highly credible witnesses on industry practice. Justice Bisson therefore concluded, on a balance of probabilities, that Georgian did not in fact know Foliot was Vitesse’s client before this litigation, despite Vitesse’s contrary assertion. However, this factual finding did not ultimately help Georgian, because the Court held that clause 7A of the Broker Carrier Agreement creates a contractual presumption: by accepting any load tendered by Vitesse, Georgian is deemed to recognise that the shipper is a customer of Vitesse, regardless of its actual knowledge. Once Georgian accepted loads at Foliot’s facility for Vitesse after 29 July 2022, it was contractually fixed with knowledge that Foliot was a Vitesse customer for purposes of clause 7.

Interpretation of clauses 4 and 7 and nature of the restrictive covenant

The central legal issue was how to interpret clause 4 (No Exclusivity) and clause 7 (No Back Solicitation), and whether they created a valid and enforceable restriction on Georgian’s ability to accept Foliot loads except through Vitesse. Georgian argued that the wording was ambiguous, that key terms like “customer,” “indirectly” and the role of agents or intermediaries were undefined, and that clause 4’s title (“No Exclusivity”) was inconsistent with any meaningful restriction. It also contended the agreement was a contrat d’adhésion under art. 1379 CcQ, drafted unilaterally by Vitesse, meaning any ambiguity should be resolved in its favour under art. 1432 CcQ. The Court rejected these arguments. It held that clauses 4, 7A and 7B are clear on their face and do not require recourse to the interpretive rules in arts. 1425–1432 CcQ. In plain language: (1) clause 4 confirms Vitesse is free to use other carriers and Georgian is free to serve any entity other than Vitesse and Vitesse’s customers; (2) clause 7A deems any shipper for whom Georgian hauls Vitesse-tendered loads to be a “customer of Vitesse” in Georgian’s eyes; and (3) clause 7B bars Georgian from soliciting or accepting shipments from those customers except through Vitesse, whether directly or through another broker. The Court emphasised that the clause addresses both solicitation and acceptance, and operates independently of whether Georgian actively solicited the business. On the nature of the contract, the judge acknowledged that Vitesse had drafted the agreement and sent it out en masse, but found that the second element of art. 1379 CcQ—real impossibility of negotiation—was not made out. Mr. Singh read the agreement, considered it standard, did not even try to negotiate, and knew that Vitesse had negotiated with other carriers. On that evidence, the agreement was classified as a contract of gré à gré, not of adhesion, so the protective interpretation rules in favour of an adherent did not apply. The Court further applied the Supreme Court’s guidance in Payette v. Guay on restrictive covenants in commercial contexts. It held that, in a B2B setting, non-competition and non-solicitation-type clauses are generally lawful unless shown to be unreasonable or contrary to public order. Georgian bore the burden of showing that clauses 4 and 7 were unreasonably broad or otherwise invalid. The Court concluded that Georgian had not met that burden. The restriction is narrow: Georgian remains free to haul for thousands of other shippers and brokers; it is only barred from accepting loads that involve Vitesse’s customers except via Vitesse, and only for a fixed period that extends two years beyond contractual termination. That structure was consistent with industry expectations explained by Vitesse’s witnesses: a broker like Vitesse seeks to protect the business relationships and strategic partnerships it has cultivated with end clients, especially where it has introduced a carrier like Georgian to the client and negotiated special arrangements such as the 60-day free trailer spotting at Foliot. The Court thus treated the clause as a valid, commercially reasonable restrictive covenant supported by Vitesse’s legitimate business interest in protecting its customer base from circumvention.

Contractual breach and entitlement to a permanent injunction

Having determined the meaning and validity of clauses 4 and 7, the Court found that Georgian breached the contract. Once Georgian had hauled Foliot shipments tendered by Vitesse after 29 July 2022, clause 7A made Foliot a deemed “customer of Vitesse” for Georgian. From that point onward, Georgian could not accept Foliot shipments directly from Foliot or indirectly via another broker such as Explorer Logistics. Nevertheless, it did so starting on 7 December 2023 and continued until at least May or June 2024. That conduct infringed clause 7B’s promise not to “solicit or accept, directly or indirectly, shipments from Vitesse’s customers from anyone other than Vitesse.” The Court rejected Georgian’s reliance on a January 2024 text message from Mr. Decarolis, where he wrote “I never said do not take any orders from the others.” Read in context, this message came after Vitesse discovered the breach and was not a blanket authorisation to accept loads from Vitesse’s clients via other brokers. It merely reflected Vitesse’s longstanding position that Georgian was otherwise free to accept work from anyone in the market except Vitesse’s own customers. Accordingly, the Court held that Georgian had violated clause 7 and that Vitesse was entitled to a permanent injunction, as expressly contemplated by clause 7C and consistent with the Civil Code’s principle of specific performance. Because this was a final hearing, the judge noted that the usual interlocutory criteria such as balance of convenience, serious and irreparable harm, or existence of other remedies did not govern; instead, the focus was on contractual rights and whether their breach warranted permanent injunctive relief.

Scope and duration of the permanent injunction

In determining the proper scope, the Court held that the injunctive order should track the contract’s language and the factual matrix. Clause 7D extends the restriction for two years after termination. Georgian had attempted to rely on clause 14C and its 15-day notice of 10 June 2024 to argue that the contract ended on 25 June 2024. However, the Court found there was no evidence that Vitesse had committed any breach justifying termination for cause under clause 14C. Georgian’s stated ground—failure to give notice of loss of business—did not correspond to any contractual obligation. As a result, the termination fell under clause 14B, which allows either party to terminate without cause on 30 days’ written notice. The agreement thus ended on 10 July 2024. The two-year post-termination restriction therefore runs to 11 July 2026. The Court also accepted Vitesse’s request that the injunction bind Georgian’s directors, officers, representatives, agents and employees, to avoid circumvention through intermediaries. In formal terms, the judgment orders Georgian and its people to cease immediately accepting shipments (1) from Foliot Furniture; and (2) from any other person or company from whom Georgian had picked up shipments since 29 July 2022 at Vitesse’s request, where those persons are deemed Vitesse customers under clause 7A. This prohibition applies directly and indirectly, including via third-party brokers, until 11 July 2026.

Georgian’s trailer and damages claim

Georgian sought a substantial sum in damages for the alleged late return, loss or continued detention of several of its trailers after contract termination. Its figure evolved from more than $69,000 for seven trailers to a $43,775 claim at trial for five specified trailers. The Court dismissed this claim in full. It found that Georgian’s only substantive proof was a spreadsheet it had prepared internally long after the dispute began, first as Exhibit D-26 and then revised as D-28 with late-discovered corrections. The Court considered this document self-serving and unreliable, especially after it had to be amended under cross-examination when confronted with Vitesse’s documents showing that some trailers were in Georgian’s own use or had been moved in ways inconsistent with the detention theory. The claimed daily detention rate was also inconsistent and appeared arbitrary. Mr. Singh gave shifting explanations as to whether the rate of $55 or $65 per day was a preferential, punitive or cost-based rate, and the Court contrasted this with an earlier detention invoice (about $1,000 per month, i.e. roughly $33 per day) for a different trailer that had been expressly agreed and paid when tied to a specific load. Crucially, clause 5G of the Broker Carrier Agreement states that no detention or other charges will be assessed for spotting trailers or tractors unless specifically agreed in writing in advance. That language squarely undercut Georgian’s attempt to unilaterally impose substantial detention fees after the fact. The Court also noted that there was no reliable proof that Vitesse was responsible for any actual loss of trailers; in the case of trailer G3006, for example, it was in the possession of a third party, JVM, without proof that Vitesse caused or controlled that situation. One of the trailers was on free 60-day spotting at Foliot within the period Georgian had already agreed would be free of charge. In light of these evidentiary gaps, contractual constraints and internal inconsistencies, the Court concluded that Georgian had not proven its trailer-related damages on a balance of probabilities and rejected the claim outright.

Abuse of procedure and claim for extrajudicial fees

Georgian also alleged that Vitesse’s proceedings were abusive under articles 51, 52 and 54 of the Code of Civil Procedure, seeking more than $58,000 in extrajudicial fees as compensation. It invoked the idea that a party seeking injunctive relief must come with “clean hands,” and argued that Vitesse’s payment delays and outstanding balances during the relationship showed bad faith. The Court carefully reviewed the law on abuse of procedure, emphasising that the threshold is high and that losing on the merits does not by itself prove abuse. Courts look for manifestly ill-founded, frivolous, vexatious or dilatory proceedings, or for conduct that misuses process in an excessive or unreasonable way. Here, the Court had already found that Vitesse’s interpretation of the contract was correct, that Georgian had breached clause 7, and that Vitesse was entitled to a permanent injunction. On those findings, Vitesse’s claim could not be described as ill-founded or frivolous. The Court further held that Georgian’s complaints about payment timing and account balances were marginal issues that had no logical connection to the restrictive covenant breach or to the injunctive relief sought. Vitesse had in fact always paid what it owed within 30 to 60 days, and any amounts outstanding at termination were later fully settled. The “clean hands” argument therefore failed, and the Court found no procedural abuse by Vitesse. Georgian’s abuse-based claim for damages and extrajudicial fees was dismissed in its entirety.

Outstanding claims and costs

Vitesse’s own monetary claims—$50,000 for contractual damages and $150,000 for extrajudicial fees under clause 7C—were severed from this trial at the outset. The Court therefore did not determine whether those amounts are owed or whether the contractual penalty and fee-shifting provision is valid. Likewise, it declined to rule at this stage on Vitesse’s requests for documentary production and its objections tied to quantifying damages. These questions were expressly left to a later phase before another Superior Court judge. As a result, this judgment does not grant Vitesse any quantified damages.

Final outcome and financial consequences

In the final result, the Court allowed Vitesse’s claim in part by granting a permanent injunction that will bind Georgian and its people until 11 July 2026, prohibiting them from accepting shipments from Foliot and from any other shipper for whom Georgian previously picked up loads at Vitesse’s request since 29 July 2022, except through Vitesse. It rejected Georgian’s modified defence in full, dismissed Georgian’s trailer-related damages claim and its abuse-of-procedure claim (including the associated extrajudicial-fees demand), and awarded court costs (“frais de justice”) in favour of Vitesse. Vitesse is therefore clearly the successful party. However, no lump-sum damages or quantified monetary award are fixed in this judgment; the only immediate financial consequence ordered is that Georgian must pay Vitesse’s taxable court costs in an amount that will be determined under the applicable tariff, and any substantive damages in Vitesse’s favour will be decided in a subsequent phase, so the total monetary amount ultimately granted cannot yet be determined.