Executive Summary: Key Legal and Evidentiary Issues

• Enforcement of a continuous operation and occupation clause in a commercial lease to compel a national retailer to keep operating in a shopping centre.
• Assessment of the stringent criteria for a safeguard order (injunctive relief) under the Quebec Code of Civil Procedure, including “911-style” urgency, serious issue, serious or irreparable prejudice, and balance of convenience.
• Reliance on clear lease wording (clause 5.03 and reference to injunction in clause 19.10) to establish a strong prima facie right to specific performance of the tenant’s obligation to operate.
• Evidence of unilateral closure, misleading “temporary closure” signage, and subsequent confirmation of permanent shutdown redirecting customers to other locations as proof of breach and prejudice to the landlord and other tenants.
• Characterization of Starbucks as a key/anchor-type tenant whose sudden departure affects tenant mix, foot traffic and centre reputation in ways that are difficult or impossible to quantify in money.
• Allocation of legal costs against the tenant after the court granted the safeguard order in the tenant’s absence and without any evidence filed in defence.

Factual background

Cominar, a real estate investment trust, is the landlord and manager of the Rockland Centre, a major shopping centre in Ville Mont-Royal, Quebec, with around 170 retail tenants. Starbucks Coffee Canada Inc. leased a commercial space (local 2108) in Rockland Centre pursuant to a lease signed on 8 September 2017, with an initial term of 10 years. The lease also granted Starbucks the use of nearby seating in the common areas and a form of commercial exclusivity within a defined zone of the mall. Starbucks’ store therefore formed part of the planned tenant mix and customer offering at the centre.

In early 2026, Starbucks’ broker informed Cominar’s leasing director that Starbucks wanted to stop operating in the leased premises as of 31 March 2026 and sought to negotiate an early termination of the lease. Cominar made clear it would not agree to a consensual early termination and no follow-up contact was made with the more senior leasing executive that Starbucks had requested contact details for.

On 4 April 2026, Cominar discovered that Starbucks had stopped operating in the premises without further notice. A sign indicated a “temporary” closure and stated that Starbucks was working to reopen as soon as possible, despite no approval request for renovation work and no formal update having been provided to the landlord. The Starbucks signage on the storefront was covered, but the fit-out and operating equipment remained in place.

Cominar twice contacted the store manager on 7 April 2026, who suggested that renovation work was planned and that a letter would follow. No such letter was ever received and no consent to works was sought from the landlord. On 8 April 2026, Cominar’s lawyers sent a formal demand letter to Starbucks’ Senior Store Development Manager, requiring Starbucks to resume operations by 10 April 2026; a copy was also served at Starbucks’ elected domicile in Montreal the following day.

By 10 April 2026, a new notice had been placed at the premises stating that the Starbucks store was now closed and inviting customers to visit “a nearby Starbucks,” which would necessarily be outside Rockland Centre. In effect, Starbucks had unilaterally shut down the Rockland store and was redirecting its clientele to other locations. The equipment, however, remained in the leased premises.

Cominar then filed a safeguard order application, presented on 15 April 2026, asking the Superior Court of Quebec to compel Starbucks to continue occupying and operating the premises in accordance with the lease. Starbucks, though properly notified, did not appear, did not file any written arguments, and offered no sworn evidence in response.

Lease clauses and contractual obligations

Central to the case is the continuous operation clause in article 5.03 of the lease. Starbucks expressly acknowledged in that clause that it formed part of an overall merchandising mix designed to enhance the character, quality, image and reputation of the shopping centre, and that its continuous operation was essential to the landlord to maintain those features and facilitate leasing and renewals. The tenant undertook to continuously occupy and operate in the entire premises for the term, not to vacate or abandon the premises, and to strictly comply with operational provisions.

The clause states that the landlord entered into the lease in reliance on Starbucks’ promise of continuous operation, and that any abandonment or failure to conduct business as prescribed would cause “grave and serious prejudice” to the landlord. It provides that in the event of such a breach, all rent immediately becomes due (unless otherwise guaranteed to the landlord’s satisfaction) and that, without limiting other remedies, the landlord has the right to obtain an injunction pursuant to article 19.10 of the lease compelling Starbucks to comply with article 5.03.

Under Quebec civil law, the landlord also has a statutory right to seek specific performance of lease obligations, including an obligation to operate, by virtue of article 1863 of the Civil Code of Quebec. The court relied on this framework and the express wording of the lease to find that the landlord had a clear contractual and legal right to require continuous operation and to seek an injunction when that obligation was breached.

Legal framework for a safeguard order

Cominar proceeded under article 158 of the Quebec Code of Civil Procedure, which allows a safeguard order as an exceptional, urgent measure akin to a provisional injunction. The Court of Appeal has articulated four criteria for such relief: (1) urgency that justifies intervention before the interlocutory injunction hearing; (2) an appearance of right (and, where mandatory relief is sought, a strong appearance of right); (3) serious or irreparable prejudice if the order is not granted; and (4) a balance of convenience favouring the applicant. The criteria must be assessed together, not in isolation, and are applied very rigorously at the safeguard stage because of the exceptional and emergency character of the measure.

The urgency criterion has two dimensions. First, the situation must truly require “911-style” judicial intervention, in the sense that even waiting for an interlocutory injunction hearing could cause significant or irreversible harm (examples in the jurisprudence include stopping a bulldozer or obtaining an urgent blood transfusion). Second, the urgency cannot result from the applicant’s own lack of diligence; the applicant must have acted promptly and proactively, or be facing an unforeseeable situation.

Application of the urgency and appearance of right criteria

The court found that Cominar clearly established urgency. Starbucks had vacated the premises and ceased operations without proper notice, at a time when discussions about potential works were still ongoing. Within days, Starbucks had changed its signage from a purported temporary closure to a permanent closure and was directing customers to other Starbucks locations outside the centre. The court held that immediate intervention was necessary to restore the situation and prevent the prejudice from worsening, and that Cominar had acted diligently: it engaged directly with Starbucks’ representatives, issued a prompt demand letter, and filed its safeguard application within days of discovering the closure.

On the appearance of right, the court emphasized that because Cominar sought a mandatory order compelling Starbucks to do something (i.e., to resume and continue operating), the standard was not just a “serious issue” but a strong prima facie case. This was met through the clear, negotiated wording of clause 5.03, Starbucks’ express recognition that an injunction would be an appropriate remedy in case of breach, and the Civil Code’s allowance of specific performance of lease obligations. The court aligned this case with previous decisions enforcing continuous operation obligations in commercial leases where the tenant had attempted to depart before the end of the term.

Serious or irreparable prejudice to the landlord

In assessing serious or irreparable prejudice, the court noted that article 511 C.p.c. allows an interlocutory injunction where necessary to prevent serious or irreparable harm or the creation of a factual or legal situation that would render the final judgment ineffective. Importantly, Quebec case law recognizes that in this context, prejudice can be “serious” even if, in theory, it might eventually be compensable with money damages; courts have recognized that premature departure of a tenant bound by a continuous use clause in a commercial lease itself constitutes irreparable prejudice.

The court accepted Cominar’s position that Starbucks’ unilateral departure and redirection of customers to external locations damaged the shopping centre’s commercial ecosystem. As a highly reputed, global coffee brand to which the landlord had granted both a defined exclusivity zone and dedicated seating area, Starbucks functioned like an anchor or key tenant. Its presence drew foot traffic and complemented nearby tenants’ businesses. Its sudden, unnegotiated departure risked discouraging existing or potential tenants and reducing overall customer traffic—harms that are inherently difficult, if not impossible, to quantify accurately in monetary terms and that weigh heavily in favour of injunctive relief.

The court observed that Starbucks was actively encouraging its former Rockland clientele to visit other Starbucks locations outside the mall, which directly undermined Rockland’s tenant mix and customer retention. Taken together, these elements convinced the court that serious, irreparable prejudice to Cominar’s interests had been shown.

Balance of convenience and proportionality

Turning to the balance of convenience, the court compared the prejudice Cominar would suffer if relief were denied with the prejudice Starbucks would face if compelled to resume operations pending a fuller hearing. On the evidence, Starbucks operates approximately 100 locations in Quebec and reported net revenues in the tens of billions of U.S. dollars in North America in 2025. Against this backdrop, operating one additional store at Rockland Centre for a short period until an interlocutory or final decision could be rendered was unlikely to inflict any significant or lasting harm on Starbucks’ business.

By contrast, Cominar faced the ongoing impact of having a dark and effectively abandoned unit in a prominent position, occupied by a marquee coffee brand that other tenants and customers would reasonably expect to be open and trading. The court also noted that Starbucks had left its equipment in the premises, so it could not plausibly claim significant operational inconvenience arising from having to reopen on short notice. Further, Starbucks’ unilateral decision to cease operating without securing a negotiated lease buy-out was not a factor weighing in its favour when assessing the balance of convenience.

The court accepted Cominar’s submission that maintaining the contractual status quo until further judicial review was both fair and necessary. The balance of inconvenience therefore favoured granting the safeguard order.

Duration and procedural safeguards

Cominar had asked the court to issue a safeguard order lasting 45 days. The Superior Court, however, was guided by appellate authority warning that safeguard orders must not be used to sidestep the stricter requirements and procedural protections that accompany an interlocutory injunction. While safeguard orders are meant to preserve or restore equilibrium between the parties during an urgent phase of the dispute, they are not to become de facto long-term interim injunctions without the safeguards built into the interlocutory process.

To comply with these limits and to preserve Starbucks’ opportunity to be heard in the near term, the court reduced the duration of the safeguard to 10 days, aligning it with the maximum period for a provisional interlocutory injunction under article 510 C.p.c. This short duration is intended to stabilize the situation while leaving the door open for Starbucks to contest further injunctive relief in a properly scheduled interlocutory hearing.

Orders granted, successful party and monetary outcome

The Superior Court granted Cominar’s application for a safeguard order in its entirety and issued binding directions to Starbucks for a 10-day period from the date of judgment. Specifically, Starbucks was ordered to keep all its material and equipment in the leased premises, to resume and continuously carry on its usual commercial activities in the premises in the same manner and during the same hours as before 31 March 2026, and to remove any notices indicating temporary or permanent closure of the Rockland store. The court authorized service of the order both at Starbucks’ elected Montreal domicile and by email to its Senior Store Development Manager, including outside normal legal hours and on non-juridical days, to ensure prompt and effective notification.

The court also granted costs (“frais de justice”) against Starbucks, recognizing that Cominar had been compelled to bring the proceedings as a result of Starbucks’ conduct in ceasing operations contrary to the lease’s continuous operation and injunction provisions. However, the judgment does not specify a dollar amount for costs, nor does it award any quantified damages or other monetary relief at this stage. The successful party in this safeguard decision is therefore Cominar (through its trustees), and the only monetary consequence ordered is an award of legal costs in its favour, the exact amount of which cannot be determined from the text of this decision.