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Facts of the case
Concentration Hockey Québec inc. (CHQ) is a private ice hockey school operating mainly in the Québec City region, doing business under names such as “Centre excellence hockey”. Its founder, Mathieu Thibodeau, is a hockey coach and was also the sole shareholder and director of 9349-3567 Québec inc. In December 2023, Thibodeau and 9349 entered into a share purchase agreement with 9502-3438 Québec inc. for the sale of all issued and outstanding shares of CHQ. The agreement was signed on 22 December 2023 and took effect on 1 January 2024. After the transaction, 9502 and CHQ were amalgamated.
A central feature of the share purchase agreement was the inclusion of restrictive covenants. Clause 10.2.1 contained a non-competition undertaking under which the “Vendeurs” agreed, for five years from closing, not to be directly or indirectly involved, in any capacity, in any business carrying on activities similar to CHQ’s, defined as “enseignement et de promotion du hockey”, within the Capitale-Nationale and any point within a 125-kilometre radius “à vol d’oiseau” from that territory. Clause 10.2.2 contained a non-solicitation covenant prohibiting the sellers, for the same five-year period, from soliciting CHQ’s clients, suppliers, employees and contractors or encouraging them to end or change their business relationship with CHQ. The agreement also contained liquidated damages provisions and an express acknowledgment in clause 10.3.2 that the restrictive covenants were reasonable in duration, activities and territory, and that any breach would cause serious and irreparable prejudice to the purchaser and CHQ.
In November 2025, CHQ initiated proceedings before the Superior Court (Civil Chamber) seeking an interlocutory, then permanent, injunction and damages against Thibodeau and 9349. CHQ alleged that Thibodeau, after the sale, engaged in a series of competing or conflicting activities in breach of clauses 10.2.1 and 10.2.2. These activities were grouped around four main initiatives: the Gold 15 hockey program, the Team Québec Brick / Team Québec Prospect structure, his involvement with TRH Développement Hockey, and his promotion of an artificial-intelligence-based platform called AiTrain Hockey.
Alleged breaches and the disputed activities
According to CHQ, the Gold 15 program and related practices in 2025 constituted unapproved, competing training sessions falling squarely within the non-competition covenant. CHQ alleged that Thibodeau quietly held multiple training sessions between May and August 2025 at the Complexe sportif Les 3 Glaces in Québec, the same facility where CHQ conducts most of its operations, without CHQ’s authorization. CHQ relied on rink-reservation schedules to show repeated bookings by Thibodeau over that period and argued that these were, in reality, competing on-ice sessions.
Thibodeau, in an extensive amended sworn declaration, acknowledged the existence of Gold 15 as a team for players born in 2015 but framed it as a complementary project rather than a competing program. He stated that he had informed CHQ’s general manager, Karl Sirois, in August 2024 by text message and believed he had CHQ’s blessing for the idea, originally envisaged as a partnership with CHQ. He further asserted that Gold 15 only had two core activities (one tournament in Montréal and one in the United States) and that the arena bookings relied on by CHQ related to personal ice reservations, not to the specific, contested programs.
Regarding Team Québec Brick and Team Québec Prospect, CHQ had previously collaborated with “Brick”, an organization holding exclusive rights to represent Québec in an elite international minor hockey tournament. In August 2025, CHQ received an email from Brick advising that the exclusive partnership with CHQ for recruiting and developing players in Eastern Québec was terminated, with Brick planning to “reprise en main la structure régionale” and form teams outside Greater Montréal. CHQ alleged that this shift to having Thibodeau act as regional recruiter and development lead for Team Québec Prospect was in fact orchestrated by him, undermining CHQ’s prior arrangements and amounting to both competition and solicitation of CHQ’s clientele.
Thibodeau accepted that he became a recruiter and regional development lead for Team Québec Prospect but emphasised that his mandate covered all regions outside Montréal, not solely the Québec City area. He maintained that he had even reached out to CHQ’s representative (Sirois) to include CHQ in the Team Québec Brick programming but received no response. He described his role at certain events, including an activity in Saint-Pascal, as evaluative rather than instructional: he claimed he did not provide on-ice teaching there but only evaluated players.
For TRH Développement Hockey, CHQ argued that Thibodeau’s coaching at summer practices and private training sessions, including for clients who were also CHQ customers, contravened the non-competition and non-solicitation clauses. TRH’s activities included private training in Trois-Rivières where some CHQ clients were present. CHQ suggested that, by training those players in another program, Thibodeau was effectively diverting business and leveraging CHQ’s client base.
Thibodeau admitted he had coached at certain TRH practices but argued that TRH and CHQ did not share the same core market: TRH mainly targeted a Mauricie-based clientele, while CHQ primarily served the Capitale-Nationale. He insisted he had not solicited CHQ clients; instead, parents had chosen on their own to participate in TRH sessions, often maintaining their registrations with CHQ at the same time.
Finally, CHQ attacked Thibodeau’s public promotion of AiTrain Hockey, an AI-driven platform offering performance analysis and development guidance to elite hockey players through game-situation video and data. From CHQ’s perspective, AiTrain competed with its own evolving offerings in video and data analysis and thus fell within the “similar activities” language of clause 10.2.1. CHQ highlighted that AiTrain began actively promoting itself (via Facebook and other media) in advance of its official launch in September 2025.
Thibodeau admitted promoting AiTrain but argued that, at the time of the January 2024 sale, CHQ did not provide any comparable AI-based match-analysis service. AiTrain did not exist then, and CHQ’s later introduction of a new video analysis service, including use of a tool called Helios, occurred only in the 2025–2026 season. He emphasised that Helios did not analyse in-game “hockey IQ” in the same way AiTrain sought to do. On that basis, he contended that AiTrain fell outside the scope of the contractual definition of CHQ’s business at the time of the transaction and thus outside the non-compete.
Key contractual clauses and legal framework
The Court focused on clauses 10.2.1 and 10.2.2 of the share purchase agreement. Clause 10.2.1 barred the sellers, in any capacity—including as shareholder, consultant, employee, or otherwise—from being involved in businesses carrying on activities similar to CHQ’s, specifically “l’enseignement et de promotion du hockey”, across a wide territory: the Capitale-Nationale plus a 125-kilometre radius. Clause 10.2.2 prohibited the sellers from soliciting CHQ’s clients and suppliers, as well as its staff and independent contractors, and from encouraging anyone to end their business relations with CHQ or otherwise act in a way that would compete with CHQ. Importantly, the clause defined “clients” and “fournisseurs” as those who had dealt with CHQ in the three years preceding closing.
Clause 10.2.3 contained an express acknowledgment by the sellers that any breach of the non-competition or non-solicitation covenants would cause serious and irreparable harm, inadequately compensated by damages alone, and that CHQ could immediately seek provisional, interlocutory and permanent injunctions. Clauses 10.2.4 and 10.2.5 set out liquidated damages for breaches: a daily amount of $10,000 for non-compliance with the non-compete, and penalties tied to the turnover from clients and remuneration of employees or contractors in the event of prohibited solicitation. Clause 10.3.2 further recorded that the sellers considered the covenants “raisonnables quant à la durée, aux activités et au territoire” and consistent with their ability to earn a living given the substantial consideration received for the sale.
Legally, the Court framed its analysis under articles 510 and 511 of the Québec Code of Civil Procedure, which govern interlocutory injunctions. To succeed, CHQ had to demonstrate an appearance of right, the necessity of the injunction to prevent serious or irreparable harm or to avoid rendering the final judgment ineffective, and a balance of inconvenience favouring interim relief. The Court also recalled that in commercial contexts, especially where restrictive covenants arise from the sale of a business rather than an employment contract, the Supreme Court of Canada (Payette v. Guay inc.) allows a more generous view of such clauses’ reasonableness. However, the Court stressed that even in that context, the scope of the activities covered and the breadth of the territory must still be assessed against the specific circumstances of the business and transaction.
Assessment of appearance of right
Because CHQ sought a prohibitive interlocutory injunction (to restrain certain conduct rather than compel performance), the Court applied the ordinary “appearance of right” standard rather than the more demanding “strong prima facie case” standard used for mandatory injunctions. At this stage, the Court was not to decide the merits or conclusively rule on the validity of the restrictive covenants; it only had to determine whether there was a serious issue to be tried.
The Court noted that, in commercial transactions, restrictive clauses benefit from a more deferential approach, but also observed that clause 10.2.1’s reference to “promotion du hockey” and its very broad territorial reach—Capitale-Nationale plus 125 kilometres in all directions—appeared quite expansive when compared with CHQ’s actual operations. This raised concerns that the non-compete might be overbroad in terms of both substantive scope and geography, casting some doubt on the strength of CHQ’s appearance of right at the interlocutory stage.
On the non-solicitation side, the Court recalled that solicitation requires active, targeted incitation, going beyond general or impersonal invitations. While CHQ pointed to emails and social-media communications promoting Team Québec Brick events, Thibodeau’s sworn evidence was that messages were sent only to parents who had already expressed interest or had participated in earlier events, and that he did not specifically target CHQ clients to draw them away. Similarly, for TRH practices, he denied any active solicitation and maintained that those CHQ clients who attended did so without prompting, and largely continued with CHQ’s programs.
Given the detailed, sworn explanation supplied by Thibodeau and the factual disputes around the nature of Gold 15, Brick-related activities, TRH training sessions and AiTrain, the Court concluded that there were significant uncertainties as to whether the conduct fell squarely within the contractual prohibitions. These uncertainties, coupled with the potential overbreadth of the restrictive clauses, weakened CHQ’s appearance of right at the interlocutory stage, even though the final assessment of validity and breach was reserved for the trial on the merits.
Serious or irreparable harm and the balance of inconveniences
On the second injunction criterion, the Court found that CHQ’s evidence of serious or irreparable harm was thin. CHQ did not provide affidavits from allegedly lost clients, nor did it file financial statements, client lists, or other data demonstrating a concrete decline in clientele or revenue linked to Thibodeau’s activities. Interrogation of CHQ’s representative likewise did not yield solid documentary support for actual, present damage. In other words, there was no beginning of proof that CHQ’s business had significantly deteriorated because of the impugned conduct.
By contrast, Thibodeau presented a detailed affidavit explaining his financial situation and the consequences of being restrained from almost all hockey-related activity over a prolonged period. He indicated that he had not received the balance of the purchase price, had already been forced to sell a duplex to meet his family’s needs, and was now relying on occasional supply-teaching work in physical education, with income far below his family’s requirements. He also affirmed that he had suspended or cancelled several contested activities upon receiving CHQ’s formal complaints, despite denying any contractual breach, to show good faith while awaiting a decision on the merits.
In weighing the balance of inconveniences, the Court took account of the fact that, if CHQ ultimately succeeded, the restrictive covenants could potentially be enforced or damages awarded at that time. In the meantime, granting a broad interlocutory order on the current record would inflict substantial, immediate harm on Thibodeau’s ability to earn a living and maintain his social and professional network, effectively sidelining him from the hockey world, even for benign or volunteer involvement. The Court considered these real and pressing consequences to outweigh the relatively speculative nature of the harm alleged by CHQ at this stage.
Outcome and implications
The Superior Court concluded that CHQ had not met the cumulative requirements for an interlocutory injunction. Questions remained about the exact scope and reasonableness of the non-competition clause, the factual nature of the various hockey-related activities, and whether they constituted competition or solicitation covered by the contract. More critically, CHQ had not marshalled sufficient concrete evidence of serious or irreparable harm to justify the exceptional remedy of an interlocutory injunction. In contrast, the evidence showed that an injunction would impose substantial hardship on Thibodeau in terms of income and professional activity.
Accordingly, the Court rejected CHQ’s amended application for an interlocutory injunction and ordered the dismissal “avec frais de justice”. This means the defendants, Mathieu Thibodeau and 9349-3567 Québec inc., are the successful parties in this decision. The judgment does not specify the quantum of costs and awards no liquidated damages or other monetary amounts at this stage, so the total monetary award in favour of the successful party cannot be determined from this decision.
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Plaintiff
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Quebec Superior CourtCase Number
200-17-038193-256Practice Area
Corporate & commercial lawAmount
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