Executive Summary: Key Legal and Evidentiary Issues

• Scope and use of article 657 C.p.c. to interpret and facilitate execution of a homologated transaction resolving a shareholder dispute.
• Competing interpretations of when the “juste valeur marchande” (JVM) of the shares must be fixed: at withdrawal date versus after completion and stabilization of the income-producing immovable.
• Interaction between the transaction’s buyout terms and clause 15.1 of the shareholders’ agreement, particularly how the valuation mechanism is modified to account for the building’s completed value and occupancy rate.
• Characterisation of the Raymond Chabot Grant Thornton valuation and the subsequent expert (EEE) process as a final, binding, non-appealable mechanism rather than a dispute to be referred to arbitration.
• Determination that disagreements over the valuation are resolved through the expert process in clause 15.1, under the court’s supervisory power, and not through the Convention’s mediation/arbitration scheme.
• Allocation of costs against the defendants after rejecting their abuse/dismissal and arbitration referral application, with no specific monetary amount stated in the judgment.

Factual background and business relationship

The dispute arises from a real estate development project in Laval involving the construction of a five-storey, 90-unit rental building. Gestion Imseel inc. (Imseel) and Gestion Marquis Lapointe inc. (Gestion) are shareholders of the project vehicle 9495-5754 Québec inc. (9495) and are bound by a shareholders’ agreement (the “Convention”). The project is structured so that 9495 owns and develops the immovable, while the shareholders’ rights and exit mechanisms are governed contractually. A conflict emerged in the fall of 2025, leading Imseel and its principal, Marc-René Morin, to institute proceedings seeking safeguard orders pending an arbitration process under the Convention. Before the safeguard application was heard, the parties negotiated a transaction to end the court case and frame their business separation. This transaction was homologated by judgment of the Superior Court on 21 November 2025, thereby giving it the force of a judgment. The later ruling of 1 April 2026 is concerned with how that earlier homologated transaction is to be interpreted and executed.

Key terms of the settlement transaction

The transaction is expressly described as an agreement “pour mettre fin au dossier de cour sans admission ainsi qu’encadrer certaines modalités entourant la fin de leur relation d’affaires.” It organises both the buyout of Imseel’s shares and the interim governance of 9495 until that buyout is completed. Under clause 2(a), Gestion Marquis Lapointe inc., Cognitio Immobilier inc. and 9298-1356 Québec inc. commit to purchase all of Imseel’s shares in 9495 at their “juste valeur marchande (JVM) en tenant compte de la valeur de l’immeuble suivant la fin de sa construction et de son taux d’occupation.” The parties provided themselves a 14-day window in clause 2(b) to agree on the “mécanique exacte d’évaluation.” Failing agreement, clause 2(c) stipulates that they will use the valuation mechanism in article 15.1 of the Convention, with the express understanding that the JVM must take into account, among other things, the value of the building at the end of construction and its occupancy rate. Clause 2(d) further requires that, in the share purchase, the parties must factor in expenses borne by Imseel in connection with the functions assumed by Marc-René Morin up to the settlement, as well as his leasing performance. Clause 3 adds operating modalities that apply until the shares are purchased, reinforcing that the transaction contemplates a future sale at a later date rather than an immediate transfer.

Emerging disagreement after homologation

After the transaction was homologated, the parties exchanged emails about how to implement the valuation process. They failed to reach a consensus on how to apply the mechanism. Imseel’s position was that the settlement resolved the entire dispute, that arbitration was no longer relevant, that the transaction itself contains a complete valuation mechanism, and that the JVM of its shares can only be determined after the construction of the building is completed. The defendants contended that the JVM should be set as at the date of Imseel’s “avis du retrait des affaires” (31 October 2025), while still taking account of the value of the immovable and its occupancy as of the end of construction. They argued that the existing disagreement— and any future dispute— remained subject to the mediation and arbitration procedure in the Convention. Faced with this impasse, the plaintiffs brought an application under article 657 of the Code of Civil Procedure (C.p.c.) to facilitate execution of the homologated judgment, while the defendants responded with a cross-application seeking dismissal for abuse and, in the alternative, referral to arbitration.

Procedural framework: Article 657 C.p.c. and its limits

Article 657 C.p.c. gives the Superior Court power to render orders to facilitate execution of a judgment already rendered. Jurisprudence shows this may include determining amounts payable under a judgment, fixing a minimum bid for an immovable, imposing payment terms, changing custodians of seized assets, liquidating sums owed, interpreting a convention, substituting a monetary award where specific performance is impossible, or ordering civil status registration changes. The court, following prior decisions such as Droit de la famille — 227083 and Miramare Investment Incorporated c. AOD Corporation, reiterates that article 657 C.p.c. must be interpreted broadly and liberally to allow practical orders that prevent the parties from sinking into protracted and costly ancillary litigation. At the same time, this power is bounded by res judicata: the court may not contradict the homologation judgment or alter the substance of the transaction, only make orders that help implement it. Within that framework, the court’s task is to interpret the transaction by applying the approach from Uniprix inc. c. Gestion Gosselin et Bérubé inc., focusing on the parties’ common intention rather than a purely literal reading.

Interpreting the settlement: timing and mechanics of valuation

The court emphasises several textual elements in the transaction—“s’engagent à acheter”, “s’entendront”, “appliqueront”, and the fact that the modalities in paragraph 3 “s’appliqueront jusqu’à l’achat des actions”—to conclude that the parties clearly envisioned a future sale of shares at a price to be determined later. It follows that only the quantum of the price remains to be fixed. The transaction sets out a two-step structure: first, a 14-day period for the parties to agree on a bespoke valuation method; failing that, automatic recourse to the valuation mechanism in clause 15.1 of the Convention, but expressly modified so that the JVM calculation must take into account the value of the immovable at the end of construction and its occupancy rate. The court finds it implicit that the timelines in clause 15.1 must themselves be adjusted as necessary to allow these factors to be considered. Within this structure, there was no real debate that the 14-day negotiation period had expired without agreement and that clause 15.1’s mechanism, as modified by the settlement, now governs. The key residual issue was temporal: at what date is the JVM of Imseel’s shares to be measured?

Determining the date of valuation

On the date question, the court accepts the plaintiffs’ position as reflecting the parties’ common intention. It holds that the JVM cannot be determined at a date prior to the end of the building’s construction, which it defines as 1 July 2026, subject to delays caused by construction difficulties. This interpretation is grounded both in the wording of the settlement and in commercial logic. The text of the transaction repeatedly states that the JVM must take into account the value of the immovable “à la fin de sa construction” and its occupancy rate. Practically, the expert cannot assess those elements before the building is finished and has an ascertainable level of occupancy. Thus, while valuation work may begin earlier, the binding determination of the JVM must occur only after construction is completed as so defined. The court also confirms that Raymond Chabot Grant Thornton— designated by agreement of the parties in the course of the hearing— will act as the “Évaluateur” within the meaning of clause 15.1 of the Convention and may designate a qualified appraiser to value the immovable at the end of construction.

Dispute resolution after the first valuation

The court then addresses what happens if one side contests the valuation produced by Raymond Chabot Grant Thornton. Clause 15.1 of the Convention provides a tiered procedure. The parties must first attempt to resolve any disagreement regarding the valuation, including by a meeting for amicable negotiation in the presence of both parties and their respective accountants. If they fail to settle their dispute within 30 days of a notice of contestation, clause 15.1.3 requires them to submit the dispute, within 10 days, to a mutually chosen recognised accounting firm. If they cannot agree on a firm, either party may ask the courts to appoint an independent business valuation expert (EEE). The EEE is then confined to the disputed points or calculations and must, where appropriate, state a JVM for the company’s shares. The parties undertake to use commercially reasonable efforts to ensure the EEE renders its written decision or opinion as soon as possible, and no later than 30 days after appointment. That decision or opinion, together with any points already accepted or resolved, is deemed accepted and binds all parties “sans possibilité de modification ni d’appel.” The costs of the EEE are borne by the contesting party, although each side pays its own fees and costs in presenting its position.

Exclusion of arbitration and role of the Superior Court

The defendants argued that lingering disputes about valuation fell under the Convention’s broader mediation and arbitration regime. The court rejects this. It finds that the transaction, as homologated, carves out a specific, self-contained expert-driven process for resolving any disputes about JVM and that this process is final and non-appealable. In particular, once an EEE has been seized under clause 15.1.3, its decision or opinion on the disputed valuation points binds the parties absolutely. Given that finality, and the explicit structuring of the transaction around this expert mechanism, the court concludes that subsequent valuation disputes are not subject to the Convention’s general mediation or arbitration procedure. Instead, only the Superior Court retains jurisdiction, and only to the extent permitted by article 657 C.p.c., to make implementation orders that facilitate execution of the homologated transaction and the resulting buyout. Arbitration therefore has no role in this specific post-transaction valuation pathway.

Outcome and financial consequences

On the merits, the court partially grants the plaintiffs’ application to facilitate execution of the judgment and dismisses the defendants’ application for dismissal for abuse and their subsidiary request for referral to arbitration. It formally declares that the parties failed to agree within 14 days on the precise valuation mechanism, confirms that the clause 15.1 mechanism (as modified by the settlement) applies, designates Raymond Chabot Grant Thornton as the Evaluator, defines “fin de sa construction” as 1 July 2026 subject to construction delays, and states that the JVM of Imseel’s shares in 9495-5754 Québec inc. must be assessed after completion of the building, though preparatory valuation work may start earlier. It also declares that any disagreement over the valuation by Raymond Chabot Grant Thornton must proceed through the clause 15.1 dispute-resolution procedure and that this process is not subject to the arbitration scheme in the Convention. The successful parties are therefore the plaintiffs, Gestion Imseel inc. and Marc-René Morin, who obtain the implementation orders they sought and defeat the defendants’ attempt to divert the dispute to arbitration. The court awards costs in their favour, ordering that court costs be borne by the defendants, but the judgment does not fix any precise amount either for those costs or for the future buyout price itself, which will only be determined once the expert valuation process is completed; accordingly, the total monetary amount ultimately payable in the plaintiffs’ favour cannot be determined from this decision.