Executive Summary: Key Legal and Evidentiary Issues

• Validity and survival of a promised sale of land (promesse d’achat) after multiple contractual amendments, missed deadlines and subsequent negotiations for a share sale instead of a land sale.
• Failure of the buyer to meet strict formal requirements for an action in passation de titre, including mise en demeure, presentation of a conforming deed of sale, proof or consignation of the purchase price, and filing within a reasonable delay.
• Impact of selling an “inexistent” lot number due to prior subdivision of the property, and the resulting mismatch between the lot described in the promise and the lot(s) identified in the proposed deed of sale.
• Insufficient and opaque evidence of financing, where vague letters and third-party credit facilities did not demonstrate the plaintiff company’s concrete and guaranteed capacity to pay the agreed purchase price.
• Omission by the plaintiff of three written amendments to the promise of purchase, including a strict closing date and a non-refundable deposit, leading the court to find the original promise had become caduc and the action to be manifestly ill-founded.
• Use of a pre-registration (préinscription) on the defendant’s immovable as a form of pressure to force a sale, which, combined with the weak merits and omissions, led the court to characterize the proceedings as abusive and to impose personal, solidary costs on the company and its sole director.

Factual background

9444-2407 Québec inc. (“9444 Québec”), controlled by its sole director Éric Lachapelle, claimed to be entitled to force the sale of a vacant lot in Mirabel, Québec, owned by Habitations Nouvel Espace inc. (“HNE”), by way of an action in passation de titre (specific performance of a real estate transfer). The plaintiff alleged that on 1 February 2023, Lachapelle had concluded a promise to purchase (promesse d’achat P-3) by which HNE agreed to sell the land to a company to be incorporated by him for a price of $2.5 million. Lachapelle sought a zoning change from the City of Mirabel to enable a construction project and learned that HNE already held an environmental authorization (a certificate under section 22 of the Loi sur la qualité de l’environnement) allowing it to build on the property. Wanting to benefit from this authorization, Lachapelle then pivoted and entered into negotiations not only for the land, but for the purchase of shares in HNE from its two shareholders, Messrs. Richard Prieur and Richard Barbe. These negotiations on a possible share sale continued into late 2024 but never resulted in a concluded deal. According to 9444 Québec, the failure of the share-purchase negotiations did not affect the validity of the original promise to purchase the lot; it maintained that, by December 2024, the only valid contract between the parties was still the February 2023 promise of purchase P-3, and on that basis it launched an action in October 2025 seeking passation de titre. In its originating application, 9444 Québec alleged that it had private financing in place to acquire the land, and it also caused to be registered a pre-registration notice (avis de préinscription) against HNE’s immovable, effectively tying up the property for the duration of the case.

Contractual history and amendments to the promise of purchase

HNE’s documentary evidence showed that the original promise P-3 had not remained static. The parties amended it three times before ever turning to the idea of a share sale. A first amendment dated 1 May 2023 extended the buyer’s due diligence period—checking the condition of the land and its compliance with municipal regulations—until 2 June 2023. A second amendment dated 1 July 2023 extended the verification period again to 31 August 2023 and introduced two key clauses: first, once conditions were lifted, Lachapelle or his company had to pay HNE a non-refundable deposit of $70,000, creditable on the purchase price; second, the deed of sale had to be signed no later than 1 February 2024. A third amendment of 1 September 2023 further extended the verification period to 7 September 2023 and required Lachapelle to declare himself satisfied with the conditions by 31 August 2023 and, if so, to pay the $70,000 non-refundable deposit within 48 hours. Again, the parties confirmed that the deed of sale had to be executed on or before 1 February 2024. No deed of sale was ever signed by that deadline. Instead, by January 2024 Lachapelle had turned his focus to acquiring HNE’s shares, leaving the amended promise to purchase the land effectively dormant.

Subsequent negotiations and breakdown of the relationship

On 12 January 2024, Lachapelle issued a written letter of intent to acquire HNE’s shares and expressly stated that, in the absence of a final agreement, neither party would have any recourse against the other “for whatever reason”. Over the following months, Prieur and Barbe complained repeatedly, in writing, about the lack of follow-up and questioned whether Lachapelle was serious. In late May 2024, Prieur wrote that the silence led him to believe the project was not serious, and on 7 June 2024 he told Lachapelle that, legally, “there is nothing that binds us”, demanding the promised deposit and a letter of agreement by mid-June. Lachapelle’s lawyer responded on 13 June 2024, apologising for the silence and confirming he held the $70,000 deposit in trust under the share-purchase proposal, indicating that a closing should occur by 31 August 2024. Still, HNE’s shareholders continued to receive nothing concrete. On 14 August 2024, Barbe wrote again complaining that no money or documents had arrived from counsel, and on 9 November 2024 he set a firm deadline: Lachapelle had to decide whether to buy the shares by 22 November 2024, failing which discussions would be over. That date passed without result. In December 2024, Lachapelle sent a new draft promise to purchase, but HNE’s lawyer, Me Benjamin Gross, rejected it on 16 December 2024 as being more than eight months late, inconsistent with what had been discussed, and not evidencing any real capacity to pay the price. Me Gross wrote unequivocally that the 2023 offer (P-3) had long been caduc, that after nearly two years of negotiations there was still no agreement or closing—only ongoing, fruitless discussions. On 14 January 2025, he requested the return of all documents provided for due diligence. Neither Lachapelle nor his lawyer replied to either letter. It was against this background that 9444 Québec, ten months later, filed the October 2025 action to force transfer of title based on P-3.

Procedural context and applicable standards

HNE responded with a motion for summary dismissal grounded on two provisions of the Code of Civil Procedure: article 168 (irrecevabilité) and article 51 (abusive proceedings). The court first had to apply the test under article 168: assuming the allegations of the originating application and its exhibits to be true, do they, on their face, potentially justify the conclusions sought? If not, the action must be dismissed as manifestly unfounded at a preliminary stage, though courts are to be prudent and avoid prematurely terminating lawsuits. For the abuse analysis under article 51, however, the judge examines the entire record—pleadings, exhibits, and transcripts—and is not bound to treat the plaintiff’s factual allegations as proven. Article 51(2) C.p.c. defines abuse broadly, including manifestly ill-founded or frivolous proceedings, vexatious or querulous conduct, excessive or unreasonable use of procedure, conduct intended to harm, or misuse of the justice system’s purposes. The Court of Appeal has stressed that, although the scope of abuse is wide, the “bar” remains high in order not to trivialise abuse and impede access to justice; only clearly groundless or weaponised proceedings should attract sanctions. Article 52 C.p.c. further provides that, once abuse is summarily shown, the burden shifts to the party who instituted the impugned proceeding to show, on a prima facie basis, that it is not acting abusively.

Legal framework for actions in passation de titre

Turning to the merits of 9444 Québec’s claim, the court recalled the classic five requirements for an action in passation de titre: a valid bilateral promise between seller and buyer; a formal demand (mise en demeure) to pass title; presentation to the seller of a deed of sale in conformity with the promise; an offer and, ordinarily, consignation of the purchase price; and institution of the action within a reasonable time. The Supreme Court’s relaxation of some of these conditions in case law such as Houlachi c. Bray has allowed courts, in appropriate circumstances, to tolerate the absence of a prior mise en demeure where the originating application is supported by a sworn statement serving the same function, to homologate a deed that is substantially—rather than perfectly—conforming to the agreement, and to dispense with actual consignation if the plaintiff demonstrates reliable, concrete ability to pay via documentary proof of funds or unconditional institutional financing. The degree of strictness with which courts enforce these requirements is context-dependent, and Quebec courts have held that when a plaintiff registers a pre-inscription in the land register to secure a claimed right to specific performance, the analysis must be particularly formal and inflexible, because the pre-registration effectively acts as a pre-judgment seizure and prevents the owner from freely dealing with the property. In this case, 9444 Québec had indeed registered such a pre-inscription against HNE’s lot, tying up the property.

Deficiencies in notice, deed and property description

The court found that 9444 Québec’s pleadings did not satisfy several of the essential formalities. First, the plaintiff had not alleged sending any mise en demeure to HNE to pass title before suing, nor did it claim its application and affidavit were intended to stand in for that step. Second, the deed of sale it eventually filed (P-7.3) did not conform to the original promise: the promise P-3 referred to lot 5 855 004 only, whereas the proposed deed described two properties, lots 5 855 004 and/or 6 548 240 of the cadastre of Mirabel. Compounding the problem, lot 5 855 004 no longer existed as such; it had been subdivided in December 2022, before P-3 was signed, into three new lots, including lot 6 548 240. The promise therefore purported to cover a lot that no longer existed at the time of signature, and the plaintiff did not explain on what legal basis it claimed a right to purchase lot 6 548 240. As a result, the deed presented in support of passation de titre did not validly mirror any binding promise in force between the parties at the time of suit.

Lack of proof of financing

On the crucial question of payment capacity, 9444 Québec again fell short. Initially it filed only a short “letter of intent” from an entity referred to as Groupe Sennet stating an intention to “participate and finance” the project. The letter was not addressed to 9444 Québec or Lachapelle, specified no amount, terms or binding commitment, and Groupe Sennet did not even appear in the Quebec enterprise register. Prior decisions have held that such vague, third-party expressions of interest are insufficient to show real capacity to pay the purchase price in a passation de titre action. In its amended pleading, 9444 Québec tried to bolster its case by filing two bank emails: one stating that Lachapelle personally held a $1.3 million line of credit with the Bank of Montreal as of 9 December 2025, and the other that a different company, 9271-1514 Québec inc., held a $2 million line of credit on 8 December 2025. The plaintiff, however, was 9444 Québec inc., not Lachapelle personally nor 9271-1514 Québec inc., and the emails did not state that any of these facilities were earmarked, committed, or unconditionally available to fund the purchase. The court concluded that, at best, the documents showed that persons or companies other than the plaintiff had access to credit facilities as of late 2025; they did not establish that 9444 Québec itself had secure financial means to pay the full $2.5 million price at the outcome of the litigation. Given the centrality of financial capacity in specific performance cases, and the jurisprudence that doubts on this point can render a passation de titre action irrecevable even at a preliminary stage, the absence of solid proof of financing was considered fatal.

Delay and reasonable time to sue

The timing of the action provided another independent ground of irrecevability. The promise P-3 was signed in February 2023, the amendments fixed a firm deadline of 1 February 2024 to sign the deed of sale, and by January 2024 the parties were focused exclusively on a potential share sale instead. The action in passation de titre was only filed in October 2025—more than two and a half years after the initial promise and about twenty months after the contractual closing date. The intervening share-purchase negotiations in 2023–2024 did not explain or excuse the delay, especially the ten-month gap between the definitive breakdown of negotiations in December 2024/January 2025 and the launch of the lawsuit. The court emphasised that a party claiming rights under a bilateral promise must act with dispatch to avoid leaving the counter-party in prolonged uncertainty; in this case, the long delay further undermined the plaintiff’s claim to equitable relief by specific performance.

Finding of irreceivability under article 168 C.p.c.

Taken together, the absence of a mise en demeure, the non-conforming and defective deed of sale, the failure to show a concrete, guaranteed ability to pay the full price, and the unreasonable delay in bringing the action led the court to find that the essential criteria for a passation de titre action were not met. Even taking the plaintiff’s allegations at face value, they could not, in law, justify the conclusions sought. The action was therefore declared irrecevable under article 168 C.p.c. at the preliminary stage.

Abusive nature of the proceedings

The court then turned to whether the proceedings were abusive under article 51 C.p.c. It first noted a serious lack of transparency: nowhere in its pleadings did 9444 Québec mention the three written amendments to P-3, even though those amendments imposed strict conditions—including payment of a non-refundable $70,000 deposit to HNE and a hard closing date of 1 February 2024—that were never fulfilled, thereby rendering the promise caduc by that date. The court regarded this omission as deliberate rather than accidental, particularly given that the amended application conflated the $70,000 trust deposit in the context of the proposed share sale with the distinct contractual obligations under the land-sale promise. The contemporaneous correspondence showed that, from January 2024 onward, all parties understood they were negotiating a share sale and that, by mid- and late-2024, HNE’s shareholders repeatedly told Lachapelle there was no longer any binding agreement, without any objection from him. Against that background, the plaintiff’s later allegation that an unnamed “representative” of HNE had, in May 2025, expressed willingness to conclude a sale with Lachapelle was seen as vague, unsupported and implausible. The court found it unclear who supposedly made that statement and whether it concerned a land sale or a share sale, and in any event it was inconsistent with the written record of HNE’s counsel unequivocally terminating negotiations months earlier and requesting the return of documents.

Use of pre-registration and personal liability for abuse

Given the manifest legal weaknesses of the passation de titre claim and the omissions in the pleadings, the court characterised 9444 Québec’s action as an example of the “témérité” (reckless disregard) that the case law on abuse identifies. While abuse does not require proof of bad faith, a proceeding that has no real chance of success and is pursued with notable disregard for legal requirements may show at least blameworthy recklessness. Here, registering an avis de préinscription on HNE’s property, thereby preventing it from freely disposing of its land, in support of a legally hollow claim, was viewed as a misuse of the justice system’s mechanisms with the apparent aim of forcing a sale outside any valid agreement. The judge concluded that the proceedings constituted an abusive use of procedure within the meaning of article 51 C.p.c. Because Lachapelle was the sole director of 9444 Québec, the court presumed he had authorised and directed the company’s abusive conduct. Article 56 C.p.c. allows a court to hold a director personally liable when duly notified of the conclusions sought against him; here, Lachapelle had been personally served with the motion to dismiss and was therefore properly before the court on that issue.

Outcome and monetary consequences

In the result, the Superior Court granted HNE’s motion. It allowed the application for dismissal, rejected 9444 Québec’s amended originating application in passation de titre as irrecevable and abusive, ordered the land registrar for the Deux-Montagnes registration division to cancel the pre-registration notice against lot 6 548 240 at the plaintiff’s expense, and awarded HNE its extra-judicial legal fees as damages for abuse. Specifically, based on detailed evidence of legal accounts, the court fixed HNE’s recoverable lawyer’s fees at $35,785.35 (up to 11 March 2026), plus $1,920 for three hours of the 12 March 2026 hearing, for a total of $37,705.35. Éric Lachapelle and 9444-2407 Québec inc. were condemned solidarily to pay HNE this sum, together with interest and the additional indemnity from the date of judgment, plus court costs. Accordingly, Habitations Nouvel Espace inc. is the successful party, and the total monetary amount ordered in its favour is $37,705.35, in addition to interest, the statutory indemnity and taxed judicial costs.