Executive Summary: Key Legal and Evidentiary Issues

• Interpretation of the email agreement on whether airfreight charges were to be based on real weight or “poids taxable” (chargeable/volumetric weight) for the shipment of medical gowns.
• Assessment of whether CEVA discharged its burden of proof under arts. 2803–2804 C.c.Q. to show any additional volume/weight of gowns beyond what had already been invoiced and paid.
• Scrutiny of the credibility and sufficiency of CEVA’s evidence (internal Excel calculations, uncorroborated measurements of a few boxes, and testimony) versus the supplier’s stated quantities on the air waybills.
• Consideration of whether VSLG’s earlier written acknowledgments of owing the disputed invoice prevented it from later disputing the debt once it learned more about the measurement discrepancies.
• Analysis of VSLG’s attempt to invoke legal compensation/set-off under arts. 1672–1673 C.c.Q. based on alleged losses from a related but distinct contract for medical gloves involving a separate company.
• Determination that the alleged counterclaim for glove-related losses did not create a reciprocal, certain, liquid and exigible debt against CEVA and therefore could not extinguish CEVA’s claimed amount by compensation.

Factual background and parties’ relationship

Ceva Air & Océan Canada Inc. (formerly Bolloré Logistics Canada Inc., collectively referred to as CEVA) is a logistics provider that handled the international air transport of medical equipment during the COVID-19 pandemic. Groupe VSLG inc. (VSLG) is an importer, including of medical-grade products, that had been sourcing goods from Chinese suppliers. In May 2020, at the height of the pandemic, VSLG arranged for CEVA to transport a large shipment of protective gowns from China to Canada, departing from Tianjin after goods were delivered to CEVA’s facilities by a Chinese supplier. CEVA had already transported previous quantities of gowns for VSLG.

The parties’ contract was largely documented by an email exchange on 15 May 2020. CEVA informed VSLG that it had 490 cubic metres (cbm) of gowns at its Tianjin warehouse and 281 cbm/23,642 kg at its Shanghai warehouse, and asked who would bear the transport costs. CEVA advised that the “coût de transport au poids taxable serait de 17$USD/kg” and that for a flight scheduled 26 May it could load 250 cbm, with the balance on a later flight. VSLG replied that it would pay and confirmed “OK pour Tianjin”; CEVA then answered that it would give instructions to proceed. These emails constituted the parties’ agreement on the price basis and allocation of freight costs.

The Chinese supplier had provided both volume and weight data for the boxes of gowns at Tianjin. These measurements appeared on the air waybills/letters of transport and were used by CEVA to prepare its initial invoices. Those invoices, dated 22 and 26 May 2020, were issued and fully paid by VSLG on 28 May 2020, even before the goods were physically delivered in Canada. The cumulative payments for transport of the gowns at issue totalled roughly USD 1.9 million, ultimately reimbursed by the Québec government.

The disputed additional invoice and CEVA’s claim

On 28 May 2020, CEVA advised VSLG that, during loading of the Antonov aircraft at Tianjin, the cargo had been measured at the bonded area and that there was a discrepancy of approximately two centimetres per side on each box. CEVA claimed this resulted in an additional 88 cbm of chargeable volume and announced that it would issue a new invoice accordingly. The following day, CEVA sent VSLG an additional invoice for the excess 88 cbm, which translated into a further USD 183,670.58 (after certain credits) for the same shipment. This extra billing was on top of the initial invoices that VSLG had already paid.

Several years later, CEVA sued VSLG in the Québec Superior Court claiming CAD 252,462, which represented the Canadian-dollar equivalent (plus adjustments) of the unpaid additional freight charges for the extra “volume” of gowns allegedly discovered at loading. CEVA maintained that (1) the parties had clearly agreed that pricing would be based on “poids taxable” (chargeable weight), not purely real weight; and (2) the size discrepancy identified at Tianjin meant a higher chargeable weight than originally invoiced, justifying a further payment. CEVA also pointed out that VSLG had, on multiple occasions in 2020, acknowledged owing the disputed amount, at least in principle.

Dispute over pricing basis: real weight versus chargeable weight

A key legal and commercial issue was whether the price under the May 2020 email agreement was to be calculated on the basis of the real (gross) weight or the chargeable/volumetric weight. Two CEVA executives, Frédéric Fontan (CFO) and Marc Sawaya (VP sales), testified that when CEVA referred in its email to “poids taxable” of USD 17/kg, it meant the “chargeable weight” used under the IATA (International Air Transport Association) rules and industry tariffs. Under this method, freight is billed based on the higher of the real weight and the volumetric weight. Volumetric or dimensional weight is computed by multiplying the volume (in cubic metres or centimetres) by a known factor. According to CEVA’s witnesses, CEVA always used this approach for international air freight, and its general conditions linked pricing to tariffs and norms applied by international organisations in air carriage.

VSLG’s president, Stéphane Gagnon, testified that despite more than two decades in import operations he had never heard of “poids taxable.” In his understanding, the agreed rate of USD 17/kg referred solely to actual, physical weight. He said he paid no attention to the number of boxes or their stated volume and did not personally review air waybills, which he viewed as outside his responsibility. He further said no one at VSLG had expertise in logistics or aviation freight to interpret IATA-based terminology.

The Court accepted that Mr. Gagnon could plausibly have misunderstood “poids taxable” as referring to real weight, especially as the email did not explicitly mention IATA standards or define the term. However, the air waybills sent to VSLG clearly distinguished “chargeable weight” from “gross weight,” and the corresponding invoices CEVA issued and VSLG paid were calculated on the basis of the higher “chargeable weight,” not real weight alone. VSLG never objected or sought reimbursement of any alleged overpayments on this basis, even though the total exceeded USD 1.9 million.

The judge found that CEVA had not concealed its pricing method: the reference to “poids taxable” was highlighted in bold, and CEVA legitimately assumed such an industry-standard notion did not need further elaboration. Conversely, the Court held that VSLG was somewhat negligent in not inquiring into the meaning of “poids taxable” if it did not understand the term, particularly given the magnitude of the transaction and the consistent appearance of chargeable weight on the transport documents. On the totality of circumstances, the Court concluded that the contract was indeed based on chargeable weight, i.e., the higher of real and volumetric weight, as understood in the air cargo industry, even if VSLG’s internal appreciation at the time may have been different.

CEVA’s burden of proof on the alleged additional quantity of gowns

Even though CEVA succeeded on the legal interpretation of the pricing mechanism, the core evidentiary question was whether it proved, on a balance of probabilities, that there was in fact an additional quantity of gowns—whether measured by extra volume (cbm) or resulting chargeable weight—beyond what had already been invoiced and paid. CEVA relied mainly on: a 28 May 2020 email from Mr. Sawaya stating that measurements at the bonded area revealed approximately two centimetres more on each dimension of the boxes, yielding an extra 88 cbm; the additional invoice itself; an internally prepared Excel sheet (P-16) setting out revised box dimensions and weight conversions; and Mr. Sawaya’s testimony that the boxes appeared “bombées” (well-packed) when he saw them in Toronto.

The Excel sheet showed, in a column titled “Bollore Measurements at arrival,” dimensions that were one to three centimetres greater per side than those indicated by the vendor and recorded on the original air waybills. However, Mr. Sawaya admitted he had not personally measured the boxes and believed that only some of them were actually measured at Tianjin. No one who performed those measurements testified at trial, and there was no independent document from airport personnel confirming the revised dimensions or explaining the discrepancy. CEVA also never re-weighed the cargo; there was no direct proof of any increase in gross weight.

Mr. Gagnon grew suspicious, particularly after later audits conducted at the request of the Québec government. From his vantage point, no extra boxes and no extra goods had been delivered to VSLG. He found it implausible that sealed cardboard boxes—made of a non-extensible material—could change dimensions to the extent suggested within a short time-frame unless the contents had somehow shifted or the boxes had “swelled” en route. The supplier’s original measurements, on which the letters of transport were based, were precise; CEVA’s alleged corrections came from a later, undocumented partial re-measurement.

The Court emphasised that under articles 2803 and 2804 of the Civil Code of Québec, CEVA bore the burden of establishing that additional chargeable weight had actually been transported and delivered. Given the absence of first-hand evidence from the measurers, the partial nature of the re-measurement, the lack of re-weighing, and the inherent improbability of such a significant volumetric discrepancy with identical boxes, the Court held CEVA had not met the standard of a preponderance of evidence. The judge concluded that CEVA failed to prove VSLG received any additional real or volumetric quantity of gowns that would justify the extra invoice.

Effect of VSLG’s earlier acknowledgments of owing the amount

Throughout 2020 and into 2021, VSLG did not immediately contest the notion that the extra invoice was payable. Mr. Gagnon’s early emails and VSLG’s response to CEVA’s formal demand in January 2021 focused instead on asserting that VSLG had suffered larger losses in relation to other medical equipment transactions, notably involving protective gloves. VSLG’s initial defence in July 2022 likewise did not challenge the existence of the freight debt as such, but claimed a right to compensation/set-off against greater damages VSLG said it had incurred because of CEVA’s alleged failures on the glove logistics.

Only when a later external review (by Raymond Chabot Grant Thornton at the government’s request) raised questions about volumes and quantities did VSLG re-examine the shipment figures. Mr. Gagnon then came to believe there had been no extra boxes and that CEVA’s additional invoice was not supported by any real increase in quantity. VSLG accordingly amended its defence in May 2025 to add two new positions: that CEVA had failed to prove any additional quantities of gowns and that the price should not be calculated on volumetric weight—though the latter argument ultimately failed on the contract interpretation point.

CEVA argued that VSLG’s repeated acknowledgments and early stance should bar it from later disputing the debt. The Court rejected that argument. It held that an acknowledgment of debt based on premises later shown to be wrong cannot absolve the claimant of its burden of proof. Mr. Gagnon’s explanations about why he initially accepted that there were additional quantities were candid and credible: he assumed, as many commercial actors would, that if CEVA said there were more boxes or more volume, that statement reflected a real increase in goods. Once doubts emerged and further information surfaced, his change of position was not fatal. The Court therefore allowed VSLG to raise the new evidentiary defence and found that CEVA still had to substantiate the alleged additional freight quantity, which it did not.

Alleged set-off relating to a separate contract for medical gloves

A separate strand of the dispute concerned a “second” contract in June 2020 involving 2752517 Ontario Inc. (the “517 Company”), controlled by Mr. Sawaya personally, for logistics and transport of medical equipment, including protective gloves. VSLG dealt with this company and believed it would, in practice, rely on CEVA for logistics. Much of the communication about this second contract took place via Mr. Sawaya’s personal Gmail address, which he testified was deliberate because the project was not related to CEVA or Bolloré. CEVA’s CFO, Mr. Fontan, had not even been aware of this parallel arrangement.

VSLG contended that, due to failures to deliver the agreed quantity of gloves, it had to compensate a customer (Centre du travailleur FH inc.) and lost profits on the transaction. Evidence suggested VSLG lost around CAD 82,000 in relation to that failed sale, although the Court found no sufficient proof of more extensive profit loss claims. VSLG did not file a formal counterclaim against CEVA; instead, it asserted a right of legal compensation/set-off in its defence, arguing that CEVA’s alleged liability on the glove contract should extinguish or reduce CEVA’s claim for additional gown freight.

The Court held that this compensation argument failed on several grounds. First, the glove-related debt was not clearly established as a “certain, liquid and exigible” obligation of CEVA, as required by article 1673 C.c.Q. The relationship was between VSLG and the 517 Company, not CEVA; there was at best an ambiguity about whether CEVA would be involved in logistics. Second, the reciprocity required by article 1672 C.c.Q.—that each party be both creditor and debtor of the other—was missing, because CEVA was not a party to the glove contract. Third, what VSLG was really seeking resembled judicial compensation (where a court recognises a separate claim and sets it off), which would have required a proper reconventional demand and proof of the counter-claim’s existence and quantum. Those elements were lacking. Accordingly, the Court rejected VSLG’s attempt to offset the disputed gown freight charges with the glove-related losses.

Outcome and implications of the decision

In the final analysis, the Court reached a nuanced outcome. It agreed with CEVA on the legal and commercial issue that the parties’ freight contract was based on “poids taxable,” meaning the higher of real weight and volumetric/chargeable weight, consistent with international air freight practice. However, success on that interpretive question was not enough. The Court found CEVA’s evidence of any actual additional volume or chargeable weight to be insufficient and unpersuasive. With no reliable measurements, no testimony from those who performed the sizing at Tianjin, no re-weighing of the cargo, and no corroboration beyond CEVA’s own internal calculations and a subjective impression that boxes looked “more filled,” CEVA failed to show that VSLG had received more gowns than initially billed.

The Court also held that VSLG’s earlier acknowledgments of debt, made when it believed CEVA’s representations and before it had the benefit of later information and analysis, did not irrevocably bind it or relieve CEVA from proving its claim. At the same time, VSLG’s attempt to transform its grievances about a separate glove contract into a set-off against CEVA’s invoice was rejected; the alleged counter-debt was neither clearly owed by CEVA nor procedurally advanced in a way that would support judicial compensation.

As a result, the Superior Court dismissed CEVA’s re-amended originating application in full and ordered that the action be rejected without costs. The successful party was VSLG, which faced no monetary condemnation and obtained dismissal of the CAD 252,462 claim. No damages, costs, or other monetary award were granted in its favour, so the total amount ordered to be paid to the successful party is effectively zero.