Executive Summary: Key Legal and Evidentiary Issues

• Jurisdiction of Quebec courts over an employment dispute where the employee-CEO is domiciled in Quebec but the employer is incorporated and based in Manitoba
• Application of article 3149 C.c.Q. granting Quebec courts jurisdiction over employment-contract actions brought by workers domiciled or resident in Quebec, despite foreign elements in the relationship
• Use of the forum non conveniens doctrine under article 3135 C.c.Q. and the Oppenheim criteria to determine whether Manitoba courts would be clearly better placed to hear the case
• Weight to be given to a contractual choice-of-law clause (Manitoba law) in an employment contract when assessing both jurisdiction and the protection afforded by Quebec’s mandatory employment norms
• Evaluation of practical litigation factors such as location of witnesses, documents, and the geographic scope of the CEO’s work in deciding whether the situation is truly “exceptional” enough to decline Quebec jurisdiction
• Determination that the employer failed to discharge its burden to show that Manitoba is a clearly more appropriate forum, leading to dismissal of the declinatory exception with costs against the employer

Background and parties
Kane Biotech Inc. (KANE) is a corporation incorporated under the laws of Manitoba with its head office in Winnipeg and no place of business in Quebec. Marc Edwards, domiciled and resident in Quebec, served as KANE’s president and chief executive officer from 1 December 2020 until his dismissal on 28 April 2025. The work of the CEO role was not limited to one province; KANE later alleged that Edwards performed his functions variously in Quebec, Manitoba, elsewhere in North America, and in Europe. Nonetheless, at all relevant times for jurisdictional purposes, Edwards was domiciled in Quebec. Following his termination, Edwards sued KANE in the Quebec Superior Court (Civil Division), District of Montreal, claiming damages arising from what he alleges was an insufficient notice period and related losses.

Nature of the claim and monetary relief sought
On 20 May 2025, Edwards filed an action in the Quebec Superior Court seeking CAD 420,000 in damages for insufficient notice of termination, along with more than CAD 25,000 in moral damages. On 19 June 2025, he amended his claim to add a further CAD 475,000 in compensation, representing the value of shares or equity he says he was deprived of due to the dismissal. This brought the total amount claimed to CAD 995,000, combining notice-related damages, moral damages, and alleged equity loss. The judgment at issue does not determine liability or quantum on the merits of those claims; it is confined to a preliminary procedural question: whether the Quebec court should decline jurisdiction in favour of Manitoba courts.

The jurisdictional challenge and legal framework
Although KANE acknowledged that the Quebec Superior Court was, in principle, competent to hear the dispute, it brought an exception declinatory (motion to decline jurisdiction) arguing that the courts of Manitoba were better placed to decide the case. Edwards opposed this motion, relying on Quebec’s protective rules for workers. The central statutory provision anchoring Quebec’s jurisdiction was article 3149 of the Civil Code of Québec (C.c.Q.), which grants Quebec authorities jurisdiction over actions based on employment contracts when the worker is domiciled or resident in Quebec. The provision also renders any waiver of that jurisdiction by the worker inoperative. Because Edwards was domiciled in Quebec at the time of both contract formation and commencement of proceedings, article 3149 C.c.Q. clearly conferred jurisdiction on the Quebec courts.
KANE nonetheless invoked article 3135 C.c.Q., the codified forum non conveniens doctrine, under which a competent Quebec authority may “exceptionally” decline jurisdiction if it concludes that the authorities of another state are better able to decide the dispute. To succeed, KANE had to meet two distinct conditions: it needed to show an exceptional situation and that another forum—here, the Manitoba courts—was more appropriate to resolve the dispute. The court emphasized that the burden rests squarely with the party seeking to displace the default jurisdictional rule, and that absent a clear impression in favour of the foreign forum, Quebec must retain jurisdiction.

Application of the Oppenheim criteria and key factual considerations
In assessing forum non conveniens, the judge applied the well-known set of ten criteria from the Oppenheim decision. These include: the place of residence of the parties and witnesses; the location of the evidence; the circumstances giving rise to the claim; the existence and progress of any foreign proceedings; the location of the defendant’s assets; the applicable law; the advantage to the plaintiff in the chosen forum; the interests of justice; the interests of the parties; and the potential need for foreign exemplification or recognition procedures.
On residence of the parties, the court noted that KANE’s head office is in Manitoba, but Edwards was domiciled in Quebec at the time the employment contract was formed and remained so when he instituted proceedings. This factor distinguished the case from Sullivan, relied on by KANE, where the Quebec court declined jurisdiction in favour of British Columbia. Here, the worker’s Quebec domicile strongly supported the application of article 3149 C.c.Q.
Regarding witnesses, KANE indicated that many of its proposed witnesses were based in Manitoba or Western Canada. Some of these were KANE’s own representatives, and the judge considered it not unduly burdensome for them to travel to Quebec or participate virtually. For third-party witnesses, there was no evidence about the length or complexity of their testimony, and technological solutions such as virtual hearings could mitigate inconvenience. Edwards had not disclosed his own list of witnesses or their residence, but this omission did not shift the overall balance decisively towards Manitoba.
On the location of evidence, KANE asserted that its documentary proof was in Manitoba. The court viewed this as a weak factor, noting that these were documents rather than large physical objects or equipment, and that documentary evidence can readily be transmitted or produced electronically in Quebec. Thus, the physical location of documents in Manitoba did not present a serious obstacle to a Quebec trial.
As for where the contract was formed and performed, the employment contract did not specify either the place of formation or a fixed place of work. KANE itself explained that, due to the nature of the CEO role, Edwards worked at times in Quebec, at times in Manitoba, and also in various locations across North America and Europe. On these facts, Manitoba did not emerge as the clear or exclusive province of work. The court thus declined to treat Manitoba as the obvious focal point of performance that would justify moving the litigation there.
There were no other proceedings between the parties in any foreign jurisdiction, so there was no risk of conflicting judgments or duplication of litigation. This neutral factor did not support displacing the Quebec forum.

Contractual choice-of-law clause and interaction with Quebec protections
The employment contract contained an express choice-of-law clause (article 11.2) stipulating that it would be governed and interpreted in accordance with the laws of Manitoba. KANE argued that this clause favoured having the dispute heard by Manitoba courts, which would presumably be more familiar with Manitoba employment and securities law. It further suggested that if the matter remained in Quebec, complex questions of Manitoba law might require expert evidence from jurisconsults or specialists in Manitoba labour law and securities law.
Edwards countered that the choice-of-law provision could not deprive him of the mandatory protections afforded by articles 2091 and 2092 C.c.Q. on reasonable notice of termination and abuse in dismissal. On that reasoning, if the dispute were heard in Manitoba, those courts would have to apply Quebec’s mandatory norms anyway, potentially with their own need for expert evidence on Quebec law. The judge agreed that Quebec courts are accustomed to applying foreign law when required, and that the need to hear expert evidence on foreign legal content is not in itself a reason to decline jurisdiction. In the overall weighing of factors, the choice-of-law clause and the possibility of foreign-law evidence did not carry decisive weight in favour of a Manitoba forum.

Protection of workers and the advantage of the Quebec forum
The court attached particular importance to the legislative policy embedded in article 3149 C.c.Q., which grants workers domiciled or resident in Quebec access to Quebec courts and renders any purported contractual renunciation of that jurisdiction ineffective as against them. This is a deliberate protective measure intended to favour employees over employers in cross-border employment disputes. The judge endorsed prior case law describing this as giving the employee the “home-ice advantage” and recognized that this protection is a conscious, policy-driven choice by the legislature to prioritize access to a convenient and protective forum for workers.
In evaluating the interests of justice and of the parties, the court aligned with earlier decisions, such as Larmor, emphasizing the need to give real effect to the objective of article 3149 C.c.Q.: ensuring enhanced protection for workers. Allowing forum non conveniens to routinely override that provision whenever an employer is based elsewhere or holds documents in another province would undermine that legislative intent. The judge also noted that the possibility that a losing defendant may face a later exequatur or recognition proceeding abroad is not an “exceptional” circumstance in international litigation; it is a common feature of cross-border enforcement and does not justify declining jurisdiction.

Outcome and implications of the decision
After weighing all the Oppenheim criteria, the court concluded that KANE had not demonstrated an “exceptional” situation justifying a departure from the default jurisdictional rule that favours Quebec for workers domiciled here. Nor had KANE shown that Manitoba courts were clearly better placed than Quebec courts to hear and decide the dispute. The cross-border aspects of the employment relationship, the location of the company and some of its witnesses, and the presence of a Manitoba choice-of-law clause were all insufficient to overcome the statutory protection of article 3149 C.c.Q. When the factors were viewed globally, they did not support a clear preference for the Manitoba forum.
Accordingly, the Superior Court rejected KANE’s declinatory exception and confirmed that it would retain jurisdiction over Edwards’s wrongful dismissal and related claims. In this procedural ruling, the successful party is Marc Edwards, as his chosen forum—the Quebec Superior Court—is maintained. The court ordered that the exception be dismissed “with costs,” meaning that KANE must bear the judicial costs associated with its unsuccessful motion; however, the judgment does not quantify those costs, nor does it award any of the substantive damages sought (approximately CAD 995,000) at this stage. As a result, while Edwards prevails on the jurisdictional question and is entitled to his costs of the motion, the exact monetary amount of those costs cannot be determined from this decision, and no damages on the merits have yet been granted or fixed.