Executive Summary: Key Legal and Evidentiary Issues

• Territorial competence turned on whether the contract was validly formed in Québec City or in the defendant’s home district of Trois-Rivières
• Allocation of the burden of proof under articles 41 and 42 C.p.c., requiring the plaintiff to prove facts justifying departure from the defendant’s domicile as the natural forum
• Application of rules on formation of distance contracts under article 1387 C.c.Q. to determine where acceptance was received, and thus where the contract was concluded
• Evidentiary conflict between sworn declarations of the parties as to whether the signed contract was returned by email to Québec or executed in person in Trois-Rivières
• Importance of best evidence (production of the alleged acceptance email) and the impact of its absence on the plaintiff’s territorial jurisdiction theory
• Consequences of failing to discharge the evidentiary burden, leading to the transfer (renvoi) of the action and costs in favor of the defendant

Facts of the case

Alsco Canada Corporation, a commercial supplier of textile rental services, sued SLM Équipements in the Civil Division of the Court of Québec, district of Québec. The plaintiff’s underlying claim is for a monetary balance of CAD 19,170.48, which it alleges represents unpaid invoices and sums owing following the unilateral termination of a service contract for the rental of textiles. The action is framed as a civil/commercial debt recovery and contractual dispute between two business entities. The parties do not dispute that there was a service agreement in place and that its subject matter involved textile rental services. The dispute in this particular judgment centers not on liability or quantum, but on where the case should be heard. SLM Équipements, the defendant, is domiciled in the judicial district of Trois-Rivières. It applied for the case to be transferred (demande de renvoi) to that district, arguing that the district of Québec is not territorially competent and that the natural forum under Quebec procedural law is the defendant’s domicile. The plaintiff attempted to justify its choice of forum by invoking an exception to the general rule of territorial jurisdiction, alleging that the contract was formed in Québec City because the defendant’s representative signed the contract in Trois-Rivières and then returned the signed document by email to Alsco in Québec.

Legal framework and territorial competence

The Court first set out the governing rules on territorial competence under the Code of Civil Procedure. Article 41 C.p.c. establishes the general principle that the competent court is that of the defendant’s domicile, often referred to as the natural forum. That principle serves as the starting point for analyzing whether a claimant may validly bring proceedings in a different district. Article 42 C.p.c. creates a number of optional fora at the plaintiff’s election. In matters of contractual obligations, the plaintiff may choose the jurisdiction where the contract was concluded, as an alternative to the defendant’s domicile. The Code also sets out options in other contexts, such as liability in tort and immovable property, but those are not engaged here. When a plaintiff relies on article 42 C.p.c. to depart from the defendant’s domicile and the defendant contests that choice through an exception declinatoire or motion for transfer, the plaintiff bears the burden of alleging and proving the facts that support the competence of the chosen district. Any doubt on those jurisdictional facts must be resolved against the plaintiff. This evidentiary allocation means that the plaintiff must do more than state that an alternative forum is available; it must demonstrate, on the evidence, that the factual conditions for article 42 C.p.c. are satisfied.

Formation of the contract and distance contract rules

The central legal issue in this case was the place of formation of the contract, because that place would potentially justify jurisdiction in the district of Québec under article 42(1) C.p.c. The Court treated the contract as one concluded at a distance and applied the principles in article 1387 of the Civil Code of Québec (C.c.Q.), which focus on the location where acceptance of the offer is received. The plaintiff relied on a sworn declaration from its territory director. In that declaration, the director stated that the defendant’s representative signed the contract in Trois-Rivières and then returned it by email to Alsco in Québec City. On that account, the contract would be deemed formed in Québec, because the acceptance of the offer to contract was received there in the form of the emailed, signed document. If accepted, that version of events would anchor territorial competence in Québec as the place where the contract was concluded, and thus support Alsco’s choice of forum under article 42 C.p.c., despite the defendant’s domicile in Trois-Rivières.

Evidentiary dispute and best evidence

SLM Équipements filed its own sworn declaration that sharply contradicted the plaintiff’s narrative. The defendant’s representative stated that it was incorrect to say that the contract had been returned by email. Instead, according to the defendant, the contract was signed in person with the plaintiff’s representative at SLM Équipements’ premises in Trois-Rivières. The defendant’s representative further explained that he had checked all email accounts of the three individuals who might have communicated with Alsco’s representative for the purpose of this contract and found no email transmitting a scanned copy of the signed agreement. As a matter of practice, when he sends scanned documents by email, he uses an electronic signature, whereas the contract in issue bears his handwritten signature, which reinforces the assertion that it was signed in person, not digitally sent. He also attested that he never travelled in person to the plaintiff’s offices in Québec City, undermining the suggestion that the contract could have been signed there. To bolster this account, the defendant produced screen captures of the relevant email inboxes, showing the absence of any transmission of the contract to the plaintiff’s representative. On the other side, counsel for Alsco advised the defendant’s counsel that they had been unable to locate any email in their own systems sending the contract to the defendant or receiving a signed version back, which was inconsistent with the plaintiff’s original sworn assertion. Against this evidentiary record, the Court emphasized the rule of best evidence. Because the plaintiff’s theory of jurisdiction at Québec City turned squarely on the existence of an acceptance email, the best proof of that fact would have been the actual email transmission of the signed contract. The absence of such an email, combined with documentary and testimonial evidence from the defendant, led the Court to conclude that the plaintiff had not shown that the contract acceptance was received in Québec. As a result, Alsco could not meet the evidentiary burden required to invoke the alternative forum of the place of contract formation under article 42(1) C.p.c.

Discussion of policy or contractual clauses

The judgment is confined to territorial jurisdiction and does not analyze detailed contractual clauses or any insurance policy terms. While the underlying dispute arises from a service agreement involving the rental of textiles, the Court does not explore or interpret specific provisions of that agreement (such as termination clauses, pricing mechanisms, or limitation of liability provisions). Nor are there references to policy wording or clauses typical of an insurance coverage dispute. The reasoning is structurally procedural and jurisdictional, focusing on where the contract was concluded rather than the substantive terms of the contract itself.

Ruling and overall outcome

Having found that the plaintiff failed to prove that the contract was concluded in Québec City under the rules applicable to distance contracts, the Court held that the district of Québec was not shown to be a competent forum on the basis of article 42(1) C.p.c. The general rule under article 41 C.p.c. therefore prevailed, making the defendant’s domicile in Trois-Rivières the appropriate judicial district. The Court allowed the defendant’s motion to transfer (accueille la demande de renvoi), ordered that the file be sent to the Civil Division of the Court of Québec in the district of Trois-Rivières, and suspended procedural time limits in the instance until April 24, 2026. Costs were awarded “avec frais de justice” in favor of the successful party on the motion, namely the defendant, SLM Équipements. The judgment does not decide the merits of the underlying claim for CAD 19,170.48 in unpaid invoices and contractual damages; it is limited to territorial competence. Because court costs are awarded in principle but no exact figure is specified in the judgment, the precise total amount ordered in favor of SLM Équipements, including costs, cannot be determined from this decision alone.