Executive Summary: Key Legal and Evidentiary Issues

• Classification of the alleged omission in GSX’s bid as an irregularity, and whether it was minor or major in light of public tendering rules on equality between bidders.
• Legal effect of BANQ’s Excel-based, non-modifiable price schedule where a “0” hourly rate entered by GSX for extra work did not visually appear in the PDF, despite a total of 0,00 $ being shown for the 300 additional hours.
• Determination of whether BANQ breached its obligations by rejecting GSX’s lowest compliant bid instead of seeking clarification on the zero-dollar hourly rate for additional services.
• Assessment of GSX’s evidence on loss of profits, based on its overall operating profit margin and financial results for the relevant period, to justify a reduced small-claims award.
• Interpretation of the Loi sur la bibliothèque et archives nationales du Québec establishing BANQ as a separate legal person that “n’engage que lui-même,” and the resulting absence of liability for the Procureur général du Québec.
• Allocation of costs and interest, including the granting of damages and costs in favour of GSX against BANQ, and the award of costs in favour of the Attorney General on the dismissed claim.

Facts of the case
Groupe Solutions X inc. (GSX), a pest control and extermination company, participated in a public call for tenders launched by Bibliothèque et Archives nationales du Québec (BANQ) for extermination and parasite treatment services at BANQ’s buildings. The contract was structured as a three-year arrangement (one firm year with two one-year renewal options at BANQ’s discretion) covering specific services priced either on a lump-sum basis or by hourly rate for additional work. GSX submitted a bid in response to this call, using BANQ’s mandatory Excel price schedule. GSX’s total price for all services, including a bank of 300 potential additional hours over three years, was 74,175 $, making it the lowest bidder. BANQ ultimately awarded the contract to a competitor at a higher price of 82,580 $. GSX then brought a claim in the small claims division of the Court of Québec, seeking 15,000 $ (the small-claims jurisdictional limit) as part of a larger alleged lost profit of 74,175 $, and sued both BANQ and the Procureur général du Québec (PG), the latter in his role for the Ministère de la Culture et des Communications.

Tender documents and key contractual terms
The tender conditions and accompanying documents set out detailed rules on submission conformity and pricing. Under clause 1.11.01 of BANQ’s call for tenders, a bid could be automatically rejected if any condition designated as entailing automatic rejection was not respected. Clause 1.11.03 further distinguished between major and minor irregularities: a major irregularity—one that could change the bid price or affect equality among bidders—required rejection of the bid, whereas a minor irregularity could be cured if the bidder remedied it within a prescribed delay.
As to pricing, clause 2.01.02 required the bidder to indicate, on the prescribed “Bordereau de prix,” the lump-sum or unit prices for each service and the total amount of the bid, with unit prices prevailing in case of discrepancy and allowing BANQ to correct purely mathematical errors. Clause 2.01.03 governed how the prices were to be entered (in figures and, where required, in words, at the appropriate place on the price schedule). In a separate “Description des besoins” document, BANQ expressly required that bidders “fill in completely” the price schedule by indicating all tariffs, hourly rates and percentages for administration and profit. BANQ specifically demanded: (1) distinct tariffs for each service category over a three-year period; (2) an hourly rate for additional work for a bank of 300 hours, fixed for the entire contract including renewals; and (3) a fixed percentage for administration and profit on certain products, materials, equipment and subcontracting over the three-year period.
Bidders were obliged to use BANQ’s Excel price schedule, which was non-modifiable except for the cells designated for prices. The form also visually highlighted, in yellow, all price cells that had to be filled in. BANQ’s instructions stated that all yellow cells had to be completed, as they corresponded to service prices.

Alleged irregularity and competing positions
The dispute centred on how GSX completed the hourly-rate portion of the schedule for the 300 hours of potential additional services. GSX’s president and vice-president explained that the company deliberately chose to offer those additional hours for free, setting the hourly rate at 0,00 $, while quoting a higher price for its base services. The business rationale was that BANQ might not actually need all 300 extra hours; offering them at no charge could strengthen GSX’s competitive position while still leaving sufficient profit in the base services.
In the Excel schedule, GSX entered “0” in the cell for the hourly rate of additional work. The spreadsheet then calculated and displayed a total of 0,00 $ for the 300 hours, which clearly appeared on GSX’s price schedule. However, due to the cell’s formatting, the “0” entered in the hourly-rate box migrated into the formula bar and no longer visibly appeared in the printed or PDF version, although the total 0,00 $ for 300 hours remained. BANQ’s financial director testified that BANQ rejected GSX’s bid solely because it considered that the hourly-rate cell had not been filled in, treating this as a failure to complete all mandatory price cells. BANQ later suggested that GSX could have handwritten the zero on the paper copy to avoid the visual gap.
GSX, for its part, argued that it had fully complied with the essential condition of filling in the entire price schedule, including all yellow cells, and that the total of 0,00 $ for additional hours clearly showed that a rate of zero had been entered and calculated. It contended that any display issue was caused by BANQ’s locked Excel template, not by GSX omitting a price. In the alternative, GSX maintained that even if there had been an irregularity, it would have been minor and BANQ ought to have allowed a clarification or correction without compromising fairness between bidders.

Court’s analysis on irregularity and equality of bidders
The court began by recalling the established principles of public tendering law. Public calls for tenders aim to obtain the best possible price by attracting the greatest number of bidders, which in turn requires strict observance of equality among them. That equality justifies a certain level of formalism in how bids are submitted, especially regarding essential conditions. At the same time, the court emphasized that formalism must not be so strict as to discourage participation or undermine the benefits of the tendering process. Public bodies retain a limited discretion to permit the correction of minor errors or omissions that do not affect price or equality.
Relying on recent Court of Appeal authority (notably Municipalité de Mansfield-et-Pontefract c. Location Martin-Lalonde and other cases), the judge set out a two-step analytical framework: first, determine whether the condition concerned is essential; second, if it is essential, decide whether the irregularity is major or minor by examining the gravity of the error, the possibility of correction, and the risk of prejudice to other bidders. In this case, the court held that the detailed price breakdown required by BANQ’s documents—including the separate hourly rate for additional work—was clearly an essential condition. This was explicit in the tender language, and reinforced by the obligation to fill in all yellow cells on the locked Excel schedule.
The core question then became whether GSX’s bid contained a true irregularity, and, if so, whether it was major. The judge found that GSX had in fact entered “0” as its hourly rate for the 300 additional hours, that the spreadsheet had calculated a total of 0,00 $ for those hours, and that this total clearly appeared on the price schedule. The display anomaly in the hourly-rate cell in the PDF was attributed to BANQ’s own Excel formatting, not to a failure by GSX to indicate a price. The court distinguished this situation from the Axim Construction inc. v. Université du Québec à Montréal case, where the bidder had outright failed to indicate any price for certain work items, making ex post correction impossible without altering the substance of the bid. In Axim, the absence of any price meant the owner could not know what the bidder intended to charge and could not allow a correction without affecting equality.
Here, by contrast, GSX had clearly expressed its intention to price the additional hours at zero dollars, and this intention was visible through the total 0,00 $ for those 300 hours. GSX had not omitted a price and had not committed a mathematical error. The judge noted that BANQ had contacted GSX prior to award to request additional documents on GSX’s legal status, but did not similarly seek clarification about the zero-dollar additional-hours price. Had BANQ asked, GSX would merely have confirmed the gratuity; no change to the price would have been required. The court therefore concluded that GSX’s bid did not contain any irregularity at all. Even if one were to assume a defect, it would have been minor, easily correctable and without prejudice to other bidders because it would not have changed the total price. The argument that “free” is not a price was dismissed as artificial; the judge remarked that suggesting the problem would disappear if GSX had indicated 1,00 $ per hour underscored the illogical nature of BANQ’s position.

Damages and proof of lost profit
GSX supported its claim for lost profits with financial evidence, including a summary of its financial statements and results from 1 May 2025 to 14 March 2026, and testimony from its president, who measured the company’s average operating profit margin at 20.17%. The court accepted GSX’s method of extrapolating its lost profit on the BANQ contract from its overall profitability during the relevant period. While recognizing that proof of hypothetical profit is inherently somewhat speculative, the court considered the evidence sufficiently reliable to meet the burden for lost profit damages in public tender cases, as articulated by the Court of Appeal in Municipalité de Val-Morin c. Entreprise TGC inc.
The judge observed that the “bar is high” for an excluded bidder seeking damages: it must show that the public body breached its obligations in accepting another bid and that, but for that illegality, the contract would probably have been awarded to it. Here, GSX was the lowest compliant bidder at 74,175 $, whereas the contract was actually awarded to a competitor at 82,580 $. Given the court’s conclusion that GSX’s bid was compliant and that BANQ rejected it solely due to a non-existent or, at most, minor irregularity without seeking clarification, the causation threshold was met. GSX’s evidence established that, had the contract been awarded to it, it would probably have realized profits well in excess of the small-claims limit. As a result, the court awarded the full 15,000 $ claimed, explicitly noting that this amount was well below the profit GSX would likely have made under the contract.

Liability of the Attorney General and status of BANQ
The claim against the Procureur général du Québec raised a separate issue: whether the Attorney General, on behalf of the Ministry of Culture and Communications, could be held liable for BANQ’s conduct in the tendering process. The court turned to the Loi sur la bibliothèque et archives nationales du Québec (LBAN), notably articles 1 and 2, which establish BANQ as a distinct legal person and a mandataire de l’État. The statute provides that BANQ is a legal entity whose assets form part of the State’s domain, but that in carrying out its obligations, it “n’engage que lui-même” when acting in its own name.
Reviewing the tender documents, the court noted that none of the call-for-tenders documentation or the contract to be concluded referred to the Ministère de la Culture et des Communications; BANQ acted solely in its own name throughout. Consequently, only BANQ could be held liable for any wrongful rejection of GSX’s bid. The court therefore held that the Attorney General bore no responsibility in this dispute and that the claim against the PG had to be dismissed.

Final outcome and monetary orders
In the result, the Court of Québec allowed GSX’s claim against BANQ. BANQ was ordered to pay GSX 15,000 $, together with legal interest and the additional indemnity under article 1619 of the Civil Code of Québec, calculated from 12 May 2025. The court also awarded GSX its recoverable judicial costs against BANQ, namely the 374 $ court stamp it had paid. The exact total amount of interest and additional indemnity could not be determined from the decision, as it depends on the applicable rates and the time elapsed.
At the same time, the court dismissed GSX’s claim against the Procureur général du Québec. On that aspect, costs followed the event: GSX was ordered to pay the costs related to the Attorney General’s defence, specifically the 237 $ judicial stamp paid by the PG. Taking both aspects together, GSX emerged as the successful party against BANQ, obtaining 15,000 $ in damages plus 374 $ in costs and accrued interest and indemnity not arithmetically fixed in the judgment, while the Attorney General succeeded on the separate claim and recovered 237 $ in costs from GSX.