Executive Summary: Key Legal and Evidentiary Issues

• Scope and interpretation of the supply contract, including the supplier’s obligations on product conformity, quality control, and ownership of goods until full payment.
• Evidentiary weight of client complaints and defective salsa products (improper sealing, underfilling, mislabelling) as proof of non-conformity and commercial harm.
• Threshold for a provisional interlocutory injunction, particularly the requirement of a strong appearance of right when the order sought is effectively mandatory.
• Impact of the contract’s retention-of-title clause and the plaintiff’s payment default on its claimed right to immediate delivery of the salsa inventory.
• Assessment and comparison of alleged prejudice: reputational and commercial harm to the buyer versus purely monetary prejudice to the supplier.
• Judicial reluctance to interpret an ambiguous contract on incomplete evidence at the provisional stage, leading to refusal of the injunction and costs against the applicant.

Factual background

La Jolie Laide Compagnie inc. (the Company) and 9413-0713 Québec inc., operating as Production alimentaire l’Épicurienne (the Supplier), entered into a contract on 19 August 2025 for the Supplier to manufacture and supply food products, including jars of salsa, for the Company’s “Pretty Ugly” brand. Over the months following contract formation, quality issues emerged with the salsa products: as early as September 2025, there were reports of jars being poorly sealed, insufficiently filled, and improperly labelled. These defects translated into customer complaints and decreased sales for the Company. In early March 2026, the Company advised the Supplier that it needed to send 49 cases of salsa to a British Columbia client to replace existing unsellable inventory. This episode appears to have been the culmination, or “breaking point,” in an already strained relationship between the parties due to persistent quality concerns.

Deterioration of the commercial relationship

On 10 March 2026, a representative of the Supplier, Charles Dubois, confirmed that the Supplier could send the 49 cases of salsa, although his note did not detail the exact terms of this shipment. Shortly thereafter, on 17 and 18 March, a major client voiced complaints about an outstanding purchase order, adding commercial pressure on the Company. Around this time, the parties were already discussing a possible “closure” of their relationship, including how to handle the Company’s debt to the Supplier, the repurchase of inventory, the fate of finished products stored at the Supplier’s facility, and the potential for mutual releases or quitclaims. Despite these discussions, nothing had been finalized or formally agreed. On 24 March 2026, the Company’s lawyer sent a formal demand letter to the Supplier, detailing alleged difficulties in contract performance, ongoing product quality problems, and perceived lack of collaboration. The letter referenced a potential claim of more than $85,000 and, importantly, demanded that a formal and orderly recall process be set up without delay. This process was to identify affected products, ensure sorting, retrieval, and replacement, and minimize further harm. The letter also stressed that the Company’s inventory was being stored at the Supplier’s premises in Plessisville.

The demand for access and recall-related measures

The Company specifically requested that its representative be permitted, on two hours’ notice, to carry out an on-site inspection of the salsa jars. The objectives were to verify the quality of the products in inventory and have the necessary jars delivered to the Company so it could replace defective units in the marketplace. The Company also wanted defective products to be replaced under a structured recall protocol. On 27 March 2026, the Supplier’s lawyer replied, authorizing a visit by a Company representative on Monday, 30 March, to “sort” the jars. However, the Supplier took the position that the visit would be strictly for observation purposes and that no inventory would be released or removed by the Company during this visit. The visit ultimately proved unproductive from the Company’s perspective. Its two founders, Pierre-Olivier Gendron and Lysanne Bourret, were not able to effectively verify the quality of the salsa jars in stock and could not secure the products they believed were necessary to service recalls and client replacements. The next day, the Company filed an application for a provisional interlocutory injunction in the Superior Court of Québec.

The provisional injunction sought

On a provisional basis, the Company sought, among other things, to preserve the condition of all of its products and to compel the Supplier to grant access to its representatives or consultants to inspect the products’ condition, conformity, and quality. More specifically, it asked the Court to order the Supplier to release, in favour of the Company, within 24 hours of judgment, 634 cases of 12 jars of Pretty Ugly salsa, broken down into 224 cases of mild salsa, 186 cases of medium salsa, and 224 cases of spicy salsa. The nature of this relief was effectively mandatory: it would not simply maintain a status quo, but require active delivery and release of a significant portion of the inventory to the Company. The application thus had to satisfy not only the general test for a provisional interlocutory injunction but also the heightened threshold applicable when mandating positive action.

Legal framework for a provisional interlocutory injunction

The Court reiterated the criteria for a provisional interlocutory injunction: (1) an appearance of right; (2) serious or irreparable prejudice that the order would prevent pending the full hearing; (3) a balance of convenience showing that the applicant would suffer greater prejudice if the order were refused than the respondent would suffer if it were granted; and (4) urgency justifying intervention before the interlocutory hearing. The judge also underscored that, at the provisional stage, these criteria must be applied with “much more rigor” because such measures are “extremely exceptional and urgent.” Where there is the slightest doubt, the application must be refused. In addition, relying on prior case law, the Court emphasized that when the remedy sought is essentially a mandatory injunction (as opposed to a merely prohibitive one), the requirement is not just an appearance of right but a “strong appearance of right.”

Contractual provisions and policy-like terms at issue

The parties’ contract governed their commercial relationship and was central to the dispute. The Company invoked both the Civil Code of Québec and specific contractual clauses to argue that the Supplier was obliged to ensure that the services and products supplied conformed to the contract and to applicable quality standards. Article 2100 C.C.Q. was cited to support the Supplier’s duty to provide services that are in conformity with the contract. The contract itself contained a quality and non-conformity clause (article 8.1), under which the Supplier undertook to take commercially reasonable measures to provide products that conform to specifications agreed with the client and to respect relevant quality standards in the context of subcontracting. In the event of proven non-conformity, the Supplier committed to collaborating with the client to identify and implement appropriate solutions, such as repair or replacement of non-conforming products, to the extent it was shown that the non-conformity stemmed from the Supplier’s acts or omissions. This clause functioned much like a quality assurance and remediation policy, effectively setting out the framework for handling defective products. The Supplier, however, relied on another key contractual provision: article 4, which stipulated that the Supplier remained owner of the products until full payment was received. According to the evidence available at this stage, the Company was in default of payment to the Supplier in the amount of $75,753.71. This raised a fundamental issue: even if the products were physically stored at the Supplier’s premises and destined for the Company’s clients, legal title remained with the Supplier because the Company had not fully paid for them. The Company’s request that the Court order the release of 634 cases thus collided with the retention-of-title clause. The Court viewed this tension as creating ambiguity as to the parties’ respective rights to the products in question. The Company also accused the Supplier of failing to cooperate adequately in recall efforts, whereas the Supplier pointed to the Company’s unpaid debt and its contractual leverage through ownership rights.

Court’s analysis of appearance of right and contractual ambiguity

Given that the relief requested was mandatorily to “liberate” 634 cases of salsa in favour of the Company, the judge applied the strong appearance of right standard. On the available, incomplete evidence and at this early stage, the Court was not prepared to interpret the contract definitively. The combination of the quality and remediation obligations, on one hand, and the retention-of-title clause, on the other, meant there was genuine uncertainty as to whether the Company had a clear, enforceable right to immediate delivery of the disputed inventory despite its payment default. The Court expressly declined to undertake a full contractual interpretation exercise at the provisional injunction stage, noting the limitations of the record. It concluded that, in these circumstances, the criterion of a strong appearance of right was not met. This conclusion alone was sufficient to dispose of the request for provisional relief.

Prejudice, balance of convenience, and urgency

Even though the absence of a strong appearance of right determined the outcome, the Court briefly examined the question of prejudice. The Company’s alleged prejudice was twofold: monetary loss, in the form of potential lost sales due to defective products, and reputational harm, affecting retailer confidence and shelf space. The Supplier’s prejudice, in contrast, was characterized as purely monetary. In addressing the balance of convenience, the Company argued that without the injunction it would be unable to quickly replace defective products, worsening its financial losses and client relationships, and that the Supplier simply had to perform what it had contractually promised. The judge responded by underscoring that a fundamental obligation in any contract is to pay, an obligation the Company had not fully discharged, the unpaid amount exceeding $75,000. The products at issue had a shelf life of approximately two years, providing some temporal cushion for the parties to continue negotiations. The Court observed that the parties had already attempted to resolve their dispute amicably and remained free to settle their differences out of court. While refraining from imposing any preservation order, the judge stated that it would certainly be advisable for the Supplier to preserve the products in good condition for a reasonable period to keep open the possibility of a negotiated resolution. Given the Court’s conclusion on the absence of a strong appearance of right, it found it unnecessary to formally rule on the urgency criterion.

Outcome and successful party

In the result, the Superior Court of Québec dismissed the Company’s application for the issuance of a provisional injunction and ordered costs against it. The judgment therefore favoured the Supplier, 9413-0713 Québec inc. (Production alimentaire l’Épicurienne), which emerged as the successful party at this procedural stage. The Court did not adjudicate on the merits of any monetary claim (such as the Company’s reference to a claim exceeding $85,000 or the Supplier’s unpaid balance of $75,753.71) and did not fix any precise amount for costs or damages; it simply awarded “frais de justice” in the ordinary way, with no specific figure stated, so the exact total monetary award in favour of the successful party cannot be determined from this decision.