Executive Summary: Key Legal and Evidentiary Issues

• Enforceability of a foreign forum selection clause in a Global Freight Forwarder Services Agreement under article 3148 C.c.Q.
• Determination of whether the “Governing Law” clause clearly and imperatively grants exclusive jurisdiction to the courts of England and Wales.
• Assessment of Chanel Canada’s status as an affiliated beneficiary bound by the agreement and its jurisdiction clause despite not being the signatory parent company.
• Interaction between the insurer’s subrogation rights (arts. 1657 and 3150 C.c.Q.) and a contractual foreign forum clause when the loss occurs in Québec.
• Characterisation of Chubb and Chanel Canada’s Québec action as potentially abusive, including the threshold for abuse under arts. 51 et seq. C.p.c. and whether their position was frivolous or manifestly ill-founded.
• Allocation of judicial costs following partial success of Bolloré Logistics on jurisdiction but failure of its abuse of procedure claim.

Facts of the case
Chanel Canada ULC is an affiliated company of Chanel Limited, the French parent company (Chanel ltée), which produces, manufactures and distributes luxury goods. Bolloré Logistics, an international freight forwarder, entered into a Global Freight Forwarder Services Agreement dated 1 June 2021 with Chanel ltée to transport goods produced and distributed by the parent and its related entities. Chanel Canada was one of those related entities listed in an annex to the agreement as a company to which the agreement applied. Under this agreement, Bolloré undertook the transport of Chanel goods from France to Canada by land and sea, including shipments destined for Chanel Canada’s facility in Candiac, Québec. In 2022, Chanel Canada purchased approximately CAD 697,806.94 worth of Chanel products from the parent in France. The goods were consolidated in a container and transported by Bolloré from France to Candiac. When the container was unloaded at Chanel Canada’s facility, part of the contents was missing, having been stolen at some point during the transport chain. Chanel Canada submitted a claim to its insurer, Chubb du Canada Compagnie d’assurance. Chubb paid CAD 184,876.53 to Chanel Canada in indemnity for the loss, and Chanel Canada claimed an additional CAD 12,489.50. Having indemnified its insured, Chubb became subrogated to Chanel Canada’s rights against potentially liable third parties.
The proceedings in Québec
Chubb and Chanel Canada commenced an action before the Superior Court of Québec against three defendants: Bolloré Logistics; Bolloré Logistiques Canada Inc.; and MSC Mediterranean Shipping Company S.A. Their claim alleged that Bolloré, in its capacity as freight forwarder under the Global Freight Forwarder Services Agreement, bore an obligation of result to transport the goods and deliver them intact to Chanel Canada. On this basis, they argued that Bolloré was contractually liable for the shortfall and resulting loss. The plaintiffs explicitly founded their claim on the contractual obligations contained in the Global Freight Forwarder Services Agreement, asserting that the conditions of service in that document governed the shipments made by Bolloré and its affiliates, including Bolloré Canada, for the benefit of Chanel Limited and its affiliates, including Chanel Canada. The Montréal action therefore placed squarely in issue both the contractual framework between the parties and the alleged failure of Bolloré to perform its transport obligations without loss.
The jurisdiction challenge and the forum selection clause
Bolloré responded with a declinatory exception (moyen déclinatoire) and a request for a declaration of abuse. Relying on article 167 C.p.c. and the second paragraph of article 3148 C.c.Q., it argued that the Québec courts lacked jurisdiction because the Global Freight Forwarder Services Agreement contained a binding forum selection clause in favour of the courts of England and Wales. The key contractual provision was clause 25, entitled “Governing Law.” The first sentence provided that the agreement “shall be construed and enforced in accordance with the laws of England & Wales, regardless of its choice of law provisions.” The second sentence stated that the parties “hereby consent to personal jurisdiction and venue exclusively in the Courts of England & Wales.” In Bolloré’s view, this clause was clear, precise and imperative. It not only designated English law as the governing law, but also conferred exclusive jurisdiction on the courts of England and Wales, thereby ousting the jurisdiction of the Québec courts under article 3148, second paragraph. Bolloré further argued that the clause applied to Chanel Canada as an affiliate expressly listed in the agreement’s annex, such that Chanel Canada could not invoke the contractual benefits while avoiding the jurisdictional burden.
Arguments against the forum selection clause
Chubb and Chanel Canada challenged the effectiveness of the clause as a true forum selection clause. They raised several interpretive and evidentiary points. First, they noted that the clause was titled “Governing Law,” not “Choice of Forum” or “Dispute Resolution,” and argued that this heading suggested that the provision was confined to choice of law, not jurisdiction. Second, they pointed out that the clause did not refer explicitly to “disputes,” “claims,” “suits” or “actions,” nor to “litiges nés ou à naître,” the language used in article 3148 C.c.Q. They maintained that the clause merely reflected a general consent to jurisdiction in England and Wales, rather than an exclusive agreement to litigate all disputes there to the exclusion of Québec. Third, they argued that the wording “consent to the jurisdiction” conveyed only a waiver of objections to jurisdiction, not a mandatory channeling of disputes to that forum. Finally, they submitted that Chanel Canada was not a primary signatory to the agreement, which was executed between Bolloré and the French parent, and that it was therefore unclear whether Chanel Canada had truly accepted to be bound by such an exclusive jurisdiction clause. In support of their position, they invoked Québec case law requiring forum selection clauses to be clear, precise and imperative before displacing Québec jurisdiction, and they sought to cast doubt on whether those standards were met by this particular wording and structure.
The court’s analysis of the clause and jurisdiction
The Superior Court began by reaffirming that, in matters of personal actions of a pecuniary nature, article 3148 C.c.Q. establishes several connecting factors that may ground Québec jurisdiction, including the place of fault, prejudice or contractual performance. At the same time, the second paragraph of article 3148 permits parties, by agreement, to submit disputes arising from a specific legal relationship to a foreign authority or arbitrator, with the effect that Québec courts lose jurisdiction unless the defendant recognizes it. The Court referenced Supreme Court of Canada and Québec appellate jurisprudence (including GreCon and STMicroelectronics) emphasizing party autonomy and a “policy of good reception” toward forum selection clauses, provided they are clear, precise and imperative. The judge stressed that there is no magic formula or mandatory wording for a valid forum selection clause; what matters is the parties’ intention, discerned first from the text and, only if ambiguous, from the broader contractual context. The Court also clarified that, under article 3150 C.c.Q., the fact that the loss occurred in Québec gives Québec courts only alternative, not exclusive, jurisdiction. Furthermore, by application of article 1657 C.c.Q., Bolloré could raise against Chubb, as subrogated insurer, any defences and contractual stipulations (including jurisdiction clauses) that it could have opposed to Chanel Canada. Turning to the clause itself, the Court rejected the plaintiffs’ narrow reading. It found that clause 25, although headed “Governing Law,” had two distinct components. The first sentence dealt with governing law, providing that the agreement was to be construed and enforced under English law. The second sentence, however, went further and clearly addressed jurisdiction and venue, using the terms “personal jurisdiction and venue exclusively in the Courts of England & Wales.” The juxtaposition of “jurisdiction and venue” with the adverb “exclusively” led the Court to conclude that the clause was not merely permissive or attributive but truly imperative, granting exclusive competence to the courts of England and Wales. The Court held that, given this clear wording, there was no ambiguity requiring recourse to interpretive rules under articles 1425 et seq. C.c.Q. Nor did the absence of specific references to “disputes” or “claims” undermine the clause’s validity, as Québec courts have previously interpreted similar clauses broadly and liberally to give effect to the parties’ real intention.
Application of the agreement to Chanel Canada
On the issue of Chanel Canada’s status, the Court found that Chanel Canada was indeed bound by the agreement and its forum selection clause. In its own originating motion, Chanel Canada had pleaded that the agreement governed shipments carried out by Bolloré and its affiliates for the benefit of Chanel Limited and its affiliates, expressly including Chanel Canada. The annex to the agreement also listed Chanel Canada as an affiliated entity covered by its terms. The Court held that Chanel Canada could not simultaneously invoke the agreement as the foundation of its claim and deny being bound by its jurisdiction clause. As a result, both Chubb (as subrogated in Chanel Canada’s rights) and Chanel Canada were held to the exclusive jurisdiction of the courts of England and Wales for disputes arising from the agreement. In light of this conclusion, the Court determined that the conditions of article 3148, second paragraph, were satisfied: the parties had chosen, by convention, to submit their disputes regarding the transport relationship to the courts of England and Wales. Consequently, the Québec Superior Court was not competent to hear the action against Bolloré Logistics. The Court therefore allowed Bolloré’s declinatory exception and dismissed the originating application as against Bolloré Logistics for lack of jurisdiction.
The abuse of procedure claim
Bolloré also sought a declaration that the action brought by Chubb and Chanel Canada was abusive, claiming CAD 10,000 in damages under articles 51 and following of the Code of Civil Procedure. It argued that, given the clarity of the forum selection clause and the governing jurisprudence, the plaintiffs’ decision to sue in Québec was frivolous, manifestly ill-founded and reckless. The Court declined to accept this characterization. While acknowledging that forum selection clauses demand substantial deference and that the plaintiffs’ chances of success on the jurisdictional issue were relatively weak, the judge held that there remained a legitimate interpretive question about the scope and effect of the clause. The exercise of construing a short, two-sentence clause titled “Governing Law” and assessing whether it met the stringent standards of clarity and imperativity under article 3148 C.c.Q. justified judicial consideration. The Court emphasized that abuse sanctions must not be applied so strictly as to deter parties from advancing arguable positions or from contesting jurisdictional objections in good faith. In this case, Chubb and Chanel Canada faced a motion that, if successful, would terminate their action against one of the defendants. Their attempt to resist that outcome, albeit ultimately unsuccessful, did not cross the high threshold for abuse. The request for a declaration of abuse and the associated monetary claim of CAD 10,000 were therefore rejected.
Outcome and financial consequences
In the dispositive portion of the judgment, the Superior Court partly granted Bolloré Logistics’ motion. It upheld the declinatory exception and dismissed the originating application of Chubb du Canada Compagnie d’assurance and Chanel Canada ULC against Bolloré Logistics for lack of jurisdiction of the Québec Superior Court. The Court, however, rejected Bolloré’s demand for a declaration of abuse and the requested CAD 10,000 in sanctions, concluding that the plaintiffs’ position, though fragile, was not frivolous or manifestly doomed to fail. Finally, the Court ordered that judicial costs be awarded in favour of Bolloré Logistics. The decision does not quantify these costs or any other monetary recovery; no damages or indemnity amounts are awarded on the merits of the underlying cargo loss, because the Court declined jurisdiction. As a result, the successful party in this decision is Bolloré Logistics, which obtained dismissal of the action against it and an order for costs of justice, but the exact monetary amount of those costs and any related financial recovery cannot be determined from the judgment.