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Factual background and origin of the parties’ relationship
RJHPPM Services Inc. is a Quebec-based firm specializing in project management and development, operating from Blainville, Quebec. Its senior vice-president, Robbie Hellstrom, became involved with Nunavut housing authorities as part of the major Nunavut 3000 Strategy (NU 3000 Project), an initiative to build roughly 3,000 housing units to address Nunavut’s housing crisis. The president and CEO of the Nunavut Housing Corporation (NHC), a public agency of the Government of Nunavut, approached Mr. Hellstrom in December 2022 in the context of concerns that NCC Development Limited (NCCD), the main construction company mandated to build the first 2,000 units, might not be able to deliver the program successfully. After initially suggesting that RJHPPM might act as NHC’s owner’s representative, NHC’s president then steered Mr. Hellstrom toward working directly with NCCD and encouraged a meeting with NCCD’s president, Clarence Synard, to bolster NCCD’s performance on the NU 3000 Project.
In March 2023, Mr. Hellstrom concluded a three-year Project Management Agreement with NCCD. Under this contract, valued at $1.26 million, RJHPPM undertook broad project management services: reviewing NCCD’s structure, training its personnel, overseeing project planning and execution, managing budgets, contracts, suppliers and permits, and acting as NCCD’s primary representative with NHC. The agreement contained a governing law and jurisdiction clause stating that Quebec law applied and that both parties “attorn to the non-exclusive jurisdiction of the Courts of Quebec” for disputes arising from that contract. This initial arrangement set a clear Quebec legal anchor for part of the parties’ relationship.
Expansion to Nunavut Logistics Solutions and related Quebec operations
Difficulties soon emerged with Nunavut Logistics Solutions Inc. (NLS), NCCD’s sister company responsible for sourcing and transporting equipment and construction materials for the NU 3000 Project. NLS operated from a facility in Elgin, Quebec, and had fallen behind in shipping materials, machinery and equipment, causing delays and cost increases. In response, Mr. Hellstrom visited the Elgin facility, met the NLS team, and prepared a proposal to reorganize NLS. In August 2023, NCCD accepted an “Initial NLS Proposal” under which RJHPPM would “oversee the operations of NLS until December 2023” by taking on managerial responsibility for day-to-day operations and providing full-time on-site leadership in Quebec.
Shortly thereafter, the parties discussed a longer-term arrangement to continue RJHPPM’s oversight of NLS beyond 2023. A revised proposal was prepared to extend RJHPPM’s management of NLS for three years and relocate NLS’s facility from Elgin to Lachute, Quebec. In November 2023, RJHPPM submitted this “Revised NLS Proposal,” providing for an extended three-year mandate under which RJHPPM would continue to operate and manage NLS’s logistics operations from Quebec, including staff, warehousing, and shipping functions. In January 2024, NCCD’s president allegedly informed RJHPPM that NCCD’s and NLS’s boards had approved the Revised NLS Proposal and that a formal, written agreement would follow shortly. Acting in reliance on that representation, RJHPPM continued its work, recruited additional employees to support the NLS operations, and paid a deposit for the Lachute facility intended to house NLS’s expanded activities.
The 2023 modular contracts and jurisdiction clauses
Parallel to the NLS logistics work, RJHPPM entered into two discrete “Modular Project Management & Installation Agreements” with NCCD in 2023, often referred to as the “2023 Modular Contracts.” The first contract, signed in August 2023, covered the delivery and installation of 14 modular housing units. A second, largely similar contract followed in September 2023, covering an additional 8 units. Combined, they governed project management services for a total of 22 modular units in Nunavut.
Each 2023 Modular Contract contained its own choice-of-law and jurisdiction clause, Section 15.0. That clause provided that the agreement was governed by the laws of the Territory of Nunavut and that the parties “attorn to the non-exclusive jurisdiction of the Courts of Nunavut” and “irrevocably submit” to any Nunavut court “over any suit, action or proceeding arising out of or relating to this Agreement.” This wording is central to the jurisdictional dispute: the defendants later contended that Section 15.0 was intended to reflect a broader “common intent” that all disputes across the commercial relationship, not just those on the 22 units, be litigated exclusively in Nunavut. The court ultimately rejected that characterization, emphasizing the express “non-exclusive” language and limiting the clause to disputes “arising out of or relating to” the specific modular contracts.
The 2024 proposal for modular builds and termination of the relationship
Beyond the 2023 modular units, RJHPPM and NCCD agreed that RJHPPM would help prepare a joint proposal for the 2024 tranche of modular construction. This led to the “2024 Proposal for Modular Builds,” sent to the NHC president on 2 February 2024. That proposal contemplated design, procurement, and installation of 35 modular single-family dwellings to be built in 2024, distinct from the earlier 22-unit 2023 modular program. RJHPPM’s role was to continue as project manager and coordinator, with much of its planning and management work centered in Quebec.
Barely days after the 2024 proposal was submitted, RJHPPM was informed that all agreements between the parties would be terminated effective 8 April 2024. In a letter dated 8 February 2024, sent on behalf of NCCD and NLS, Mr. Synard advised that the termination applied to “all project managements and services” performed by RJHPPM in relation to the NU 3000 Project, including NLS’s Quebec operations, and explicitly described the termination as “without cause.” That same day, NCCD sent an email to all RJHPPM suppliers and contractors notifying them that RJHPPM’s services had been terminated but, according to RJHPPM, without specifying that the termination was without cause. RJHPPM says this omission damaged its reputation with Quebec-based suppliers, contractors, landlords and recruitment firms, and forced it to lay off six Quebec employees and pay severance.
The plaintiff’s claim and damages sought
In July 2024, RJHPPM brought proceedings in the Superior Court of Quebec (Montreal District) against both NCCD and NLS. In its amended originating application, RJHPPM claimed a total of about $2.7 million in damages, broken down as: lost profits of $805,663 allegedly linked to the three-year Revised NLS Proposal that never materialized; lost profits of $1,818,183 linked to the 2024 Proposal for Modular Builds that RJHPPM says was effectively taken over by NCCD after using its work; $50,000 for reputational damage said to have arisen mainly in its dealings with Quebec-based suppliers, contractors, landlords and recruiters; and $22,962 in severance payments paid to six Quebec employees laid off as a result of the termination.
The defendants responded not with a defence on the merits, but by filing a Notice of Declinatory Exception in November 2024, asking the Superior Court to dismiss the case for lack of jurisdiction. They argued first that Section 15.0 of the 2023 Modular Contracts embodied an agreement to submit all disputes in the broader commercial relationship to Nunavut courts. In the alternative, they contended that none of the connecting factors in article 3148 C.C.Q. (fault in Quebec, injury in Quebec, contractual obligations to be performed in Quebec) was met and that, in any event, the Quebec court should decline jurisdiction under article 3135 C.C.Q. on the basis of forum non conveniens, because Nunavut was said to be the clearly more appropriate forum.
Key legal tests on jurisdiction and the declinatory exception
The judgment explains that when a court’s international jurisdiction is challenged by a declinatory exception, the plaintiff carries the burden to show that the court has jurisdiction under article 3148 C.C.Q., but only on a prima facie basis at this procedural stage. The plaintiff may rely on the allegations in the originating application and supporting exhibits, which are deemed true unless specifically contested; if they are contested or incomplete on jurisdictional points, the plaintiff must produce some evidence, but the court does not finally resolve disputed facts or the merits. The analysis focuses on “connecting factors” such as where faults and injuries occurred, and where contractual obligations were to be performed.
Under article 3148 C.C.Q., Quebec courts have jurisdiction in personal actions of a patrimonial nature if, among other things, (i) a fault was committed in Quebec, (ii) an “injury” (as now worded) was suffered in Quebec, or (iii) one of the obligations arising from the contract was to be performed in Quebec. The judgment highlights the important distinction, drawn in prior case law and reflected in the 2014 amendment of the English text, between an injury truly “suffered” in Quebec and mere financial damage that is only “recorded” in Quebec because the plaintiff happens to be domiciled there. For jurisdiction, the injury must be substantially connected to material events in Quebec, not just accounting entries at a Quebec head office.
At the same time, the court stresses that only one connecting factor need be established to confer jurisdiction and that, when multiple causes of action are brought against one defendant, the court need only have jurisdiction over one of those causes. However, when multiple defendants are sued, the jurisdictional analysis must be carried out separately for each defendant; and if a valid, mandatory and exclusive forum selection or arbitration clause covers some causes of action, the court must respect that agreement even if it fragments the case.
Injury suffered in Quebec: lost profits and reputational harm
The court first examines whether the plaintiff suffered injury in Quebec within the meaning of article 3148(3). It distinguishes three heads of alleged injury: (i) loss of expected profits on the Revised NLS Proposal and the 2024 modular proposal, (ii) damage to reputation, and (iii) severance payments. The defendants argued that any lost profits were only financial losses not properly localized to Quebec, asserting that payments were to be made from Nunavut or Manitoba bank accounts and that the relevant debts were legally located at the debtor’s domicile in Iqaluit. On that basis, they relied on precedent stating that mere impoverishment of a patrimony in Quebec does not amount to “injury suffered” there if the underlying non-payment or breach occurred elsewhere.
The court rejects this argument on the facts. It notes that, according to banking records filed by the defendants themselves, all payments that NCCD and NLS actually made to RJHPPM during the relationship were wired or deposited into RJHPPM’s bank account at a Bank of Nova Scotia branch in Boisbriand, Quebec. The non-payment injury RJHPPM complains of is the absence of future payments that – based on the actual course of conduct between the parties – would have been received in the same Quebec account. On that footing, the court characterizes the alleged loss of expected profits under both the Revised NLS Proposal and the 2024 Proposal for Modular Builds as injury suffered in Quebec, not merely recorded there. That alone is sufficient to meet one of the connecting factors and support jurisdiction.
Regarding reputational harm, the court acknowledges that loss of reputation, even for a corporation, can ground jurisdiction where the harm is actually suffered in Quebec, typically where the harmed party conducts the business activities affected. RJHPPM alleges specific facts: Quebec-based suppliers and contractors received the termination notice without being told that termination was without cause; a Quebec recruiting firm, after being told RJHPPM no longer required its services, allegedly told RJHPPM not to call again; and RJHPPM’s dealings with a Lachute factory owner, its own landlord, and its architect in Quebec were embarrassed by the abrupt withdrawal of the NLS project. Because these relationships were centered in Quebec, the court treats the reputational impact as injury in Quebec, rejecting the defendants’ argument that the modest dollar amount claimed ($50,000 out of a $2.7 million claim) disqualifies it as a jurisdictional connecting factor.
Fault committed in Quebec and obligations to be performed in Quebec
The court next assesses whether faults were committed in Quebec. RJHPPM alleges that defendants committed a fault by sending termination notices to its Quebec suppliers and contractors without clarifying the termination was without cause, thereby undermining its reputation locally. Since several of those suppliers and contractors are in Quebec and the communications were directed to them here, the court holds that this conduct constitutes a fault committed in Quebec, even if the messages originated from Nunavut.
Additionally, RJHPPM alleges that NCCD and NLS failed to inform it in a timely and candid manner of their intention to terminate the relationship, while continuing to allow it to invest effort and forego other opportunities in reliance on promised renewals and approvals. The alleged failure to warn and fully disclose is located, in jurisdictional terms, at the place where the duty to inform should have been discharged: RJHPPM’s head office in Quebec. The court relies on established principles that, for omissions and failures to warn, the fault is situated where the information would have been received and useful, not where internal corporate decisions were made. On that basis, the alleged failures of prior notice and good-faith disclosure are treated as faults committed in Quebec vis-à-vis a Quebec company.
For contractual obligations, the court distinguishes between obligations that in fact were performed in Quebec and those that the contract itself required to be performed in Quebec. Article 3148(3) requires the latter. While much of RJHPPM’s work for the NU 3000 Project, including for the proposed 2024 modular build, was done from its Quebec offices, the court finds the record insufficient to show that the 2024 modular arrangement expressly or implicitly required performance in Quebec. By contrast, the Initial NLS Proposal and the Revised NLS Proposal clearly imposed obligations that could only be performed in Quebec, such as providing on-site staff at the Elgin facility and overseeing the packing and relocation of materials and equipment in Quebec. Those management and logistics obligations are treated as obligations “to be performed in Quebec” for jurisdictional purposes.
Forum selection clauses and the “group of contracts” argument
A central issue is whether the non-exclusive Nunavut forum clause in Section 15.0 of the 2023 Modular Contracts ousts the Quebec court’s jurisdiction. The defendants argued that this clause should be read broadly as encapsulating a “common intent” that all disputes across a “Group of Contracts” (including the Initial and Revised NLS Proposals and the 2024 modular proposal) be decided exclusively in Nunavut. They attempted to characterize the entire commercial relationship as an indivisible group of interconnected contracts and proposals, such that the Nunavut forum clause would effectively control all litigation between the parties.
The court rejects this argument on multiple levels. First, it notes that RJHPPM’s action does not actually assert any claim “arising out of or relating to” the 2023 Modular Contracts themselves: the plaintiff does not seek damages for termination of the 22-unit 2023 contracts and does not ask the court to rule on the legality of those particular terminations. Instead, the damages claimed relate primarily to the unrealized Revised NLS Proposal, the 2024 Proposal for Modular Builds, reputational harm, and employee severance – all of which lie outside the four corners of the 2023 Modular Contracts. On that basis alone, Section 15.0 does not directly apply to the claims pleaded.
Second, even if one looks more broadly at the relationship, the court finds no factual or evidentiary basis for the assertion of a “common intent” to channel all disputes to Nunavut. The defendants’ statement that Section 15.0 was meant to reflect such an overarching agreement is treated as argument, not evidence of a mutual understanding. Under basic rules of evidence, a party asserting an independent right – here, the supposed right to force the other party to litigate in Nunavut – bears the burden of proving the factual underpinnings of that right. The defendants did not discharge that burden.
Third, the court explains that the “group of contracts” doctrine, while recognized in Quebec law, applies where several contracts are truly interdependent components of a single overall transaction that fails if any component fails. In such cases, it may be appropriate to treat multiple contracts as an indivisible whole. Here, however, while the various agreements and proposals are all connected to the NU 3000 Project and share parties, they do not lock together as a single transaction in that technical sense. The 2023 modular contracts concern specific modular units and installation work; the later proposals concern extended NLS logistics management and a different set of modular units for 2024. Moreover, NLS itself is not a party to the 2023 Modular Contracts, which further weakens any attempt to stretch Section 15.0 to cover claims involving NLS and the NLS-centered proposals.
Fourth, even assuming for the sake of argument that Section 15.0 did apply to some of RJHPPM’s claims, the court emphasizes that the clause is expressly non-exclusive. It provides that the parties “attorn to the non-exclusive jurisdiction of the Courts of Nunavut” and “irrevocably submit” to that jurisdiction over disputes relating to the agreement. The judgment distinguishes between clauses that (a) pre-commit parties not to contest jurisdiction if sued in a specified forum, and (b) clauses that mandate that only that forum (and perhaps others specifically named) may be seized. Here, the language is of the first type: an attornment and irrevocable submission to Nunavut courts, but expressly non-exclusive. It is not phrased as an exclusive election of Nunavut to the exclusion of Quebec. On this reading, even if some dispute on the 22 units were before a Nunavut court, the clause would not forbid Quebec courts from hearing other disputes where Quebec otherwise has jurisdiction.
Forum non conveniens and the Nunavut versus Quebec comparison
After confirming that it has jurisdiction under article 3148 C.C.Q., the court turns to the defendants’ alternative forum non conveniens argument under article 3135 C.C.Q. That provision allows a Quebec court, “exceptionally,” to decline jurisdiction if another forum is in a better position to decide the dispute. The judgment stresses that there is a strong presumption in favor of the plaintiff’s chosen forum; it is not enough for defendants to show that Nunavut has more or even stronger connections. They must demonstrate that, in light of all circumstances, Nunavut is so clearly more appropriate that it would be exceptional and justified to override the plaintiff’s choice.
The court canvasses the usual factors: residences of parties and witnesses, location of evidence, place where the contract was negotiated and executed, existence of parallel proceedings abroad, location of defendants’ assets and enforcement issues, applicable law, the advantage enjoyed by the plaintiff in its chosen forum, and broader interests of justice and of the parties. NCCD and NLS are Nunavut corporations, while RJHPPM is Quebec-based. Some potential witnesses are in Nunavut, particularly those connected to NHC and NCCD’s internal decision-making, but many key witnesses – including RJHPPM’s officers, NLS-related staff, Quebec suppliers, landlords, and recruiters – are in Quebec. Most documentary evidence is electronic and equally accessible from either jurisdiction, and any special disclosure issues in Nunavut (for example, concerning public bodies) were not concretely established.
The defendants pointed to proceedings they had commenced in Nunavut after being sued in Quebec, but the court gives that factor limited weight because those Nunavut proceedings were reactive and still subject to a jurisdictional challenge by RJHPPM. They also argued that NCCD’s assets are located in Nunavut, so any Quebec judgment might have to be recognized and enforced there. The court acknowledges that recognition of a Quebec judgment in Nunavut may be needed but notes there is no reason to think Nunavut authorities, or the corporate defendants who align themselves with public bodies, would refuse to comply with a properly rendered Quebec judgment. This enforcement concern therefore does not decisively favor Nunavut.
On applicable law, the defendants argued that Nunavut law should govern much of the dispute, either under the lex loci delicti rule for extra-contractual claims (article 3126 C.C.Q.) or via the “most closely connected” rule for contractual obligations. The court notes that, given that the alleged financial injury and much of the reputational harm occurred in Quebec, and given the strong Quebec connection of RJHPPM’s performance and its bank account, Quebec law could well apply to major aspects of the claim. Even if some parts were governed by Nunavut law, the judgment underscores that Quebec courts are fully capable of applying another Canadian jurisdiction’s law and that the mere need to apply foreign (or extra-provincial) law is not an exceptional basis for declining jurisdiction.
The defendants also advanced a policy-driven argument that, because the NU 3000 Project is tied to constitutionally protected Inuit treaty rights and is a government-driven housing program in Nunavut, local Nunavut courts should hear disputes to best understand the socio-economic and cultural context. The court accepts, in principle, that private international law rules should be interpreted consistently with constitutional imperatives and that context matters, but it finds little in the specific factual dispute – a commercial conflict over project management, logistics, and termination of contracts – that directly engages the substance of Aboriginal or treaty rights. No constitutional rights of Inuit communities are actually in issue in these proceedings, and the litigation does not challenge the NU 3000 Project itself or the underlying treaty framework. As such, the broad constitutional and cultural arguments do not supply the kind of concrete, exceptional circumstance needed to displace the plaintiff’s chosen Quebec forum.
In balancing all factors, the court concludes that, while Nunavut has significant connections to the dispute, Quebec has equally substantial ones: RJHPPM is domiciled in Quebec; its work was heavily performed there; crucial faults and injuries allegedly occurred there; and numerous non-party witnesses and business relationships are located there. This is not a situation where Nunavut is overwhelmingly and obviously the natural forum and Quebec is only tenuously linked. The circumstances do not justify the exceptional step of declining jurisdiction.
Outcome and status of monetary relief
In the final disposition, the Superior Court of Quebec dismisses the defendants’ Notice of Declinatory Exception for Lack of Jurisdiction and orders that this be “with legal costs.” This means RJHPPM Services Inc. is the successful party at this preliminary stage: it preserves its right to have its claim heard in Quebec and is entitled, in principle, to recover its legal costs of the declinatory motion from NCCD and NLS. However, the judgment is confined to jurisdiction and forum non conveniens; it does not adjudicate the merits of RJHPPM’s substantive claims for nearly $2.7 million in damages, nor does it quantify the costs award. The total monetary amount ultimately recoverable by RJHPPM, including any damages and costs, will depend on later proceedings on the merits, and the specific dollar figure for costs ordered in this judgment cannot be determined from the text.
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Quebec Superior CourtCase Number
January 30; 500-17-130678-249Practice Area
Civil litigationAmount
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