Executive Summary: Key Legal and Evidentiary Issues

• Enforceability of a two-year, 100-kilometre non-competition clause against a former employee in the wholesale fresh fruits and vegetables sector.
• Interpretation of a seemingly confusing non-competition provision, particularly the relationship between subparagraphs (a) and (b) and the defined notion of “concurrent” enterprises.
• Assessment of whether the new company, Récolte Viva inc., operates in a genuinely similar and competing line of business despite differences in sourcing (own production vs third-party producers).
• Application of the four criteria for a provisional injunction: appearance of right, serious or irreparable harm, balance of convenience, and urgency.
• Weight given to the potential loss of clientele versus the former employee’s right to work and support his family.
• Impact of a contractual penal clause (two times annual salary) on the availability and appropriateness of specific performance through injunctive relief.

Factual background

Produits Frais FMS inc. operates in Québec in the business of wholesale trade of fresh fruits and vegetables. Three individual defendants, Matthew Valentine, Cédric Vinet and Fay Sabourin, were all employed by FMS in that same sector. While still linked to FMS, they created a new corporation, Récolte Viva inc., in November 2025, whose declared business is also the wholesale trade of fresh fruits and vegetables. This placed the new company in direct commercial proximity to FMS’s operations. Among the three former employees, only Matthew Valentine had signed a written employment contract containing a non-competition clause. Vinet and Sabourin did not have such a clause, but remained subject to their statutory duties of loyalty and confidentiality under article 2088 of the Civil Code of Québec. Earlier in the broader litigation, Vinet and Sabourin had already acquiesced to the conclusions sought against them on the merits, and the defendants as a group had also partially acquiesced on issues relating to confidential information. Separate judgments were rendered on those acquiescences, so the remaining live dispute involved only the non-competition obligations of Valentine and the role of Récolte Viva inc. in allegedly breaching or facilitating those obligations.

The non-competition clause and its terms

The key clause at issue is clause 8 of Valentine’s employment contract, entitled “NON-CONCURRENCE”. It provides that during the contract and for two years following termination, the employee may not, directly or indirectly, engage in similar and competing activities within a 100-kilometre radius of FMS’s head office. The restriction is drafted broadly: it covers acting for oneself or for any other person, whether as an employee, in business, or through any form of association or corporation, so long as the activity is similar and competitive with FMS. The clause also contains a second branch stating that the employee may not occupy a position or render services, directly or indirectly, to any person or entity that, during the year preceding the termination of the agreement, would have been involved in a sale, purchase or competition, direct or indirect, with Produits Frais FMS. This portion is followed by a definitional sub-paragraph describing direct and indirect competitors as any businesses in the same field, namely the production, purchase and sale of fruits and vegetables at the national or international level. The clause further prohibits, for two years, directly or indirectly soliciting or inducing FMS employees or colleagues to breach their contracts to work in a similar sector. It also includes a penal provision: in case of breach, the employee automatically becomes liable for a sum equivalent to two times the annual salary paid or agreed at the time of signing the contract, without prejudice to FMS’s right to pursue additional legal remedies to obtain full compensation for the loss occasioned by the violation.

Challenges to the clause and scope of competition

Valentine advanced several arguments contesting the apparent right of FMS to enforce the non-competition clause. He pointed to the alleged confusion in the drafting of the provision, particularly the fact that subparagraph (a) specifies a 100-kilometre radius while subparagraph (b) does not, raising questions about how the definitional “a.” paragraph is meant to apply. In response, FMS relied primarily on subparagraph (a), which is the one clearly tied to geographical scope and is logically applicable to the situation. The court noted that subparagraph (b) refers to entities active “during the year preceding the end of the agreement”, which does not fit Récolte Viva’s situation as a newly formed company. Valentine also contended that his new venture was not truly in the same business as FMS. FMS allegedly grows and sells only carrots, lettuces and onions, whereas Viva planned to source its products from third-party producers. Valentine further attacked the breadth of the clause under article 2089 C.C.Q., arguing that the restricted activities were disproportionate to FMS’s actual business, and he challenged the two-year duration as excessive. With respect to territorial scope, Valentine did not directly contest the reasonableness of the 100-kilometre radius itself, but argued that his business plan was to sell exclusively in the United States, which, in his view, would allow him to avoid falling within the territorial constraint tied to FMS’s Québec head office.

Analysis of the criteria for a provisional injunction

The court assessed the request under the established four-part test for a provisional injunction. First, on the appearance of right, the judge emphasized that at this interlocutory stage FMS needed only to show a prima facie right or a serious question to be tried, not to conclusively establish the validity of the clause. In light of the existence of the written non-competition clause and the direct competitive overlap between the parties’ activities, the court held that FMS had met this threshold, and Valentine’s technical and substantive challenges to the clause had to fail for the purposes of this provisional remedy. Second, on serious or irreparable harm, the defence stressed that Récolte Viva had not yet commenced operations. The judge, however, found that the evidence showed a clear intention to start business as soon as possible. In line with existing case law, the court accepted that the potential loss of clientele is exactly the type of harm that injunctive relief during proceedings is designed to avert. The existence of a contractual penal clause did not bar FMS from seeking specific performance by injunction; the court expressly noted that the penal clause did not deprive FMS of the option to seek enforcement of the obligation in kind.

Balancing of convenience and urgency

On the third criterion, balance of inconvenience, Valentine, a father and family provider, argued the importance of his right to work. The court acknowledged this but concluded that the risk of losing clientele outweighed the personal and commercial inconvenience to Valentine and Récolte Viva. The judge underscored that Valentine and his co-defendants had chosen to establish Récolte Viva only 15 kilometres from FMS’s head office and had, with full knowledge of their former employer’s position, opted to compete in the same line of business. On urgency, the court considered both the imminence of harm and the diligence of the plaintiff. It found that FMS had acted with appropriate promptness in seizing the court and that Viva clearly intended to launch operations without delay, making a prompt injunction necessary to preserve the status quo.

Outcome and practical effect of the decision

Having found all four criteria satisfied, the Superior Court of Québec granted the application for a provisional injunction on the remaining contested issues. It ordered that, for a period of ten days, Matthew Valentine must immediately cease to be employed by Récolte Viva inc. or to provide it with services, directly or indirectly, in any manner, within a 100-kilometre radius of FMS’s head office. Correspondingly, Récolte Viva inc. was ordered, for the same ten-day period, to cease employing Valentine or retaining his services, directly or indirectly, within that 100-kilometre radius. The successful party in this decision is therefore Produits Frais FMS inc., which obtained the injunctive relief it sought on the non-competition issues against Valentine and Récolte Viva. The judgment does not, however, fix or award any specific monetary amount for damages, penalties, or costs; the penal clause for two times Valentine’s salary is acknowledged in the contract but not quantified or ordered in this ruling. As a result, based on this decision alone, the total monetary award, damages, or costs granted in favour of the successful party cannot be determined and appears to be nil at this interlocutory stage.