Executive Summary: Key Legal and Evidentiary Issues

• Scope and validity of non-competition and non-solicitation clauses under article 2089 C.c.Q., including whether the 12-month restriction, territory (Canada/USA) and defined “Activities” are reasonably limited.
• Competing affidavit evidence on the employee’s role, access to clients and confidential information, and whether his new work via TMD/Dark Knight for BCD effectively places him in competition with Truck’N Roll.
• Interpretation of contractual definitions (“Activités”, “Client”, “Territoire”) and whether they extend beyond musical tours to circus tours (such as Cirque du Soleil’s OVO) without barring general freight work.
• Assessment of alleged breaches of non-solicitation of employees and clients, including communications with co-workers, subcontractors and Cirque du Soleil, and the deletion of emails.
• Application of interlocutory/safeguard order criteria: appearance of right, serious or irreparable harm, balance of convenience and urgency, in the highly competitive show-freight market.
• Impact of parallel proceedings and prior orders (including the injunction against BCD using Grégoire) on whether further temporary relief should be maintained and how broadly it should be framed.

Factual background and employment relationship

Truck’N Roll Enterprises Inc. operates in the trucking and logistics industry, including the transport and logistics support for show and tour equipment, with a long-standing relationship with Cirque du Soleil for big-top (chapiteau) shows and arena tours. The company has served Cirque du Soleil under chapiteau since around 1996 and for arena tours since 2007. It hired Martin Grégoire in June 2021 as a “senior show/freight director,” a role that included acting as account director for major clients, sourcing subcontractors and preparing bids, notably for Cirque du Soleil. In that position, Grégoire had direct client-facing responsibilities and access to subcontractor and pricing structures, making him one of the company’s more important salespeople, with 354 clients served directly or indirectly, only 34% of whose revenue related to Cirque du Soleil. Over time, the working relationship deteriorated, particularly from 2023 onwards, when a dispute developed over his remuneration. Grégoire alleged psychological harassment, while the employer characterized the dispute differently. In November 2024, Truck’N Roll learned that Grégoire was preparing to leave for a competitor, BCD Alberta Transport Ltd. (BCD), which was bidding, like Truck’N Roll, for Cirque du Soleil’s OVO 2025 tour and had actually won that bid, and had also competed unsuccessfully for another Cirque tour. Truck’N Roll and BCD already had a contractual relationship whereby BCD supplied trucks as a subcontractor. On 12 November 2024, Truck’N Roll suspended Grégoire pending an internal investigation. Before that process concluded, he resigned on 29 November 2024, effective 13 December 2024. Shortly afterward, another Truck’N Roll employee, Luc Lebeau, resigned on 6 December 2024 to work for BCD on the OVO 2025 tour. Truck’N Roll later discovered that around mid-December 2024 Grégoire had been in contact with PowerSource, a trucking subcontractor, to arrange 14 trucks for BCD for the OVO 2025 tour. This reinforced Truck’N Roll’s suspicion that he was consulting for BCD and had assisted BCD in winning Cirque du Soleil business to the detriment of Truck’N Roll. On 30 December 2024, Truck’N Roll commenced proceedings seeking injunctive relief to enforce the post-employment restrictive covenants in Grégoire’s employment contract, namely non-competition, non-solicitation of clients and non-solicitation of employees.

Contractual non-competition and non-solicitation clauses

The employment contract contains a detailed set of definitions and restrictive covenants. “Activités” (Activities) are defined in two parts: first, broadly as the activities pursued by the employer as they exist at the date of the agreement and at the date of cessation of employment; second, more specifically as, without limiting the generality of the preceding language, the employer’s activities at the date of the agreement, which include the transport of goods as well as managing logistics for transport projects and handling itineraries, customs documents, transshipments, storage and special equipment for musical tours in North America. “Client” is defined as any person who has received services from the employer at any time in the 12 months preceding the employee’s departure. “Territoire” is defined as Canada and the United States. In Article 8, the non-solicitation of employees clause provides that during employment and for 12 months after termination, the employee may not, directly or indirectly, on their own behalf or on behalf of any other person or entity, solicit or encourage any employee of the employer to leave. Article 9, the non-solicitation of clients clause, recognizes that the employee will learn the identity of the employer’s clients and build privileged relationships with them, and that using that information for competitive purposes would harm the employer. It provides that during employment and for 12 months after, the employee may not, directly or indirectly, in any capacity, solicit any client of the employer with whom the employee had contact during his employment. Article 10 deals with non-competition. Clause 10.1 provides that during employment and for 12 months thereafter, the employee must not, without prior written authorization, directly or indirectly accept any mandate relating to the Activities from any client of the employer within the Territory. Clause 10.2 further provides that during the same period the employee must not, without written authorization, directly or indirectly perform functions similar to those he performed for the employer, for any company or organization engaging in activities that compete with the employer’s Activities, within the Territory. These clauses are subject to article 2089 of the Civil Code of Québec, which allows written, express non-competition stipulations after termination of employment, but requires that they be limited in time, place and type of work to what is necessary to protect the employer’s legitimate interests, with the burden of proving validity resting on the employer.

Procedural history and initial interim relief

When the matter first came before the court on 6 January 2025, Grégoire sought more time to respond. He agreed to an undertaking that Truck’N Roll considered sufficient, lasting until 13 January 2025. In parallel, Truck’N Roll’s internal investigation continued. In a 10 January 2025 affidavit, its representative, Rémy Auclair, reported that the company had discovered that Grégoire had deleted various client emails from his inbox, sent items and deleted items folders, and that he had communicated with two employees despite being instructed not to. On the same date, Grégoire filed his own affidavit. He confirmed his employment dates (1 July 2021 to 13 December 2024) and his long experience, since about 2006–2007, in transporting equipment and material for show tours, including for Cirque du Soleil, during which he built trusting relationships with subcontractors such as PowerSource. He stated that at Truck’N Roll he began working specifically with “musical” tours. He described a conflict over remuneration and alleged harassment. He asserted that although he lives in Alberta, he works not for BCD but for Transport Martin Deschênes inc. (TMD) as national sales and dispatch manager. TMD acts as a subcontractor to BCD, which sometimes obtains trucks and trailers from TMD. He also created his own company, Dark Knight. He denied sharing Truck’N Roll’s confidential information with BCD or assisting BCD in the OVO 2025 tender; he attached an affidavit from a Cirque du Soleil representative who denied having been solicited by him to favor BCD over Truck’N Roll. He further denied having induced Luc Lebeau to leave, and raised several legal arguments attacking the scope and validity of the non-competition clause. Auclair replied on 12 January 2025, distinguishing between arena tours, big-top shows, and “power only” arrangements (where the carrier supplies driver and truck while the client supplies cargo and trailer). He acknowledged that Grégoire had prior power-only chapiteau experience when hired but asserted that it was at Truck’N Roll that he gained arena-tour expertise. He pointed to communications, as early as February 2024, between a BCD representative, a Cirque representative and an acquaintance of Grégoire, suggesting early alignment between BCD and Cirque. He questioned Grégoire’s version of the remuneration dispute, maintained that Grégoire could earn a living in general freight transport, and insisted that any service rendered to BCD, through TMD or Dark Knight, would breach the non-competition clause. He also underlined that OVO includes a musical component. Grégoire filed a supplementary affidavit on 13 January 2025 explaining his email deletion and responding to Auclair’s latest affidavit. On 13 January 2025, after a contested hearing, Justice Daniel Urbas granted a 10-day provisional injunction. He prohibited Grégoire from directly or indirectly soliciting or bidding for services for Truck’N Roll’s clients for 10 days; from directly or indirectly, including through BCD, rendering services similar to those he provided at Truck’N Roll (account and sales management, finding and booking subcontractors for large tours, preparing transportation bids, including for Cirque du Soleil); and from accepting any contract or mandate relating to the employer’s Activities within Canada and the USA or performing similar activities (transportation of show equipment) for 10 days.

Related proceedings against BCD and further affidavits

On the following day, 14 January 2025, in a separate case between Truck’N Roll and BCD, the parties presented a consent order to Justice Urbas. The court ordered BCD not to use, directly or indirectly, the services of Grégoire or his company Dark Knight for Cirque du Soleil, including OVO 2025, until 13 December 2025, and made various ancillary orders. As the 10-day provisional injunction in the current matter approached expiry, the parties agreed on 23 January 2025, before Justice David Roberge, to extend the Urbas order to 28 January 2025 to allow the filing of further affidavits. Grégoire filed a sealed affidavit on 22 January 2025 outlining his work history and emphasizing that Truck’N Roll serves a broad spectrum of clients with diverse transport needs: musical tours, circus tours and general freight. He denied having privileged access to the employer’s entire client base and maintained that he served a relatively limited number of clients. Auclair responded on 24 January 2025, also under seal, stating that over three and a half years Grégoire had served 354 clients, was among the most important salespeople, and that 66% of his revenues came from non-Cirque clients. He reiterated that Grégoire had privileged access to information. On 27 January 2025, Grégoire filed another sealed affidavit reaffirming that Cirque du Soleil was his most important client.

The safeguard order hearing and legal issues raised

On 28 January 2025, the matter came before Justice Mark Phillips. The question now was whether to issue an “ordonnance de sauvegarde” (safeguard order) extending and reshaping the prior Urbas order, so that it would remain in effect until a future judgment on Truck’N Roll’s interlocutory injunction request, which itself would last until trial on the merits. Justice Phillips emphasized that this was not simply a renewal of the provisional injunction for another 10 days; given the procedural protocol agreed by the parties to move the injunction interlocutoire forward on a tight schedule, the proper framework was a safeguard order. He noted that he was not bound by Justice Urbas’s prior order and, absent consent, needed to rehear the matter, especially as there were new elements in the record, including developments in the related BCD proceeding, even if the original hearing had been fully contradictory. The principle of stability of judgments did not bar revisiting interim measures in this context. After the hearing, Justice Phillips temporarily extended Urbas’s order for a few more days pending his written reasons. Grégoire advanced a multi-pronged challenge to the restrictive covenants. First, he argued that the definition of “Activités” was invalid because the broad first sentence was unreasonably wide, effectively barring him from all transportation work, including general freight, and thus constituting an unlawful bar to earning a livelihood. Second, in the alternative, he contended that the second, more specific sentence of the definition shows that the parties intended to limit the restriction to musical tours, not circus activities, and therefore it should not apply to circus work he had been doing long before joining Truck’N Roll. Third, he attacked clause 10.1 on the basis that it did not specify the type of activities prohibited and only referred to the employer’s “Activities” without reference to the employee’s role, and that the “client” definition was overbroad since he dealt only with a subset of clients over the last 12 months. He added that the expression “directly or indirectly” prevented him from dealing even with subcontractors in the transport industry, further expanding the ban. Fourth, he claimed that a 12-month duration was excessive in context, pointing out that no specific calls for tenders were identified between now and 13 December 2025, that Cirque du Soleil remained a client and that its account had already been taken over by another employee, so Truck’N Roll did not need a full year to train a replacement or protect its interests. Fifth and sixth, he claimed that he had respected non-solicitation of employees and clients and that there was no irreparable harm, that the balance of inconvenience favored him and that there was no urgency.

Court’s analysis of the restrictive covenants

The court reviewed article 2089 C.c.Q. and the contract clauses, reaffirming that post-employment non-competition clauses are permissible if limited in time, territory and type of work to what is necessary to protect the employer’s legitimate interests, with the employer bearing the burden of establishing validity. Justice Phillips accepted that Truck’N Roll’s business is highly competitive and that it must place significant trust in employees occupying key roles such as Grégoire, who manage strategic client accounts and subcontractor networks. He found that Truck’N Roll had demonstrated legitimate interests justifying protections across the three parameters (time, place and type of work). He held that while Grégoire denied breaching any obligations, his own conduct and positions acknowledged the legitimacy of those underlying interests. The judge rejected what he described as an excessively literal reading of the definitions and clauses. He noted that through their sworn exchanges and procedural dialogue the parties appeared, despite their differences, to converge on a relatively similar substantive understanding: that the non-competition obligation was intended to be limited to the kind of work Grégoire performed while at Truck’N Roll, rather than a blanket ban on all transport. On that basis, he concluded that it was appropriate to give effect to the interpretation that the parties themselves ascribed to their agreement, rather than invalidating it based on a rigid textual reading. Specifically on the first argument (overbreadth of “Activités”), the court refused to isolate and invalidate the first sentence of the definition. On the second argument, Justice Phillips accepted to some extent that the more specific wording pointed to an intention to focus on musical tours, but he concluded that excluding the circus component entirely would distort the global meaning of the definition and wrongly neutralize the first sentence. He also emphasized that it had never been the parties’ intention to prevent Grégoire from earning a living in the field of general freight transport, which narrowed the practical scope of the covenant. The third argument, attacking clause 10.1 and the breadth of “clients” and “directly or indirectly”, was rejected on similar grounds as resting on unduly literal readings rather than the shared commercial intent.

Findings on duration, non-solicitation and interim criteria

On duration, the judge considered a 12-month period to be reasonable in the circumstances and dismissed that ground. He found no justification to decline to apply the non-solicitation of clients and employees clauses in this interim context. As to the broader interlocutory criteria, Justice Phillips saw no basis to depart from Justice Urbas’s earlier conclusions that there is at least a serious issue to be tried (appearance of right), the risk of serious or irreparable harm to Truck’N Roll’s business and client relationships, a balance of convenience favoring Truck’N Roll, and the presence of urgency, given the competitive landscape and the upcoming OVO tour and similar mandates. The fact that BCD had already agreed not to use Grégoire or Dark Knight until December 2025 did not eliminate the risk of harm in relation to other clients or competitors, particularly via TMD or other channels.

The safeguard order and clarified scope of restrictions

Exercising his discretion to shape an appropriate safeguard order, Justice Phillips partly granted Truck’N Roll’s request. He ordered that the safeguard order run until 7 April 2025. During that period, he ordered Grégoire to refrain from soliciting or encouraging the departure of any Truck’N Roll employee. He further ordered him not to solicit any Truck’N Roll client with whom he had worked during his employment. On non-competition, the court crafted a more detailed and precise prohibition. Grégoire is ordered not to exercise, in Canada or the United States, in competition with Truck’N Roll, professional functions similar to those he exercised within Truck’N Roll in specified domains: (i) transport in support of musical tours, including the transport of equipment and any accessory merchandise, together with related logistics (itineraries, customs documents, transshipments and storage); and (ii) transport services supporting big-top shows or arena tours. The order applies both to activities performed in his own name and activities he might perform in the name of any other person, company or organization. At the same time, the judge expressly carved out general freight transport, stating that in no case should the obligation to abstain be understood as preventing Grégoire from working in general commercial freight transport. The judgment ends by authorizing Truck’N Roll to notify the judgment by email and reserving the issue of costs, which are “frais à suivre.”

Overall outcome and treatment of the parties

Truck’N Roll’s application for a safeguard order is allowed to the extent described above, and the tailored restrictions will remain in force until 7 April 2025. The court upholds, on a prima facie basis, the validity and enforceability of the non-competition and non-solicitation clauses as properly interpreted and declines to view them as overbroad bans on all transport work. Grégoire, however, retains the ability to earn a living in general freight transport outside the protected niches of show and tour logistics. In this safeguard-order decision, Truck’N Roll Enterprises Inc. is the successful party, as the court grants continued injunctive relief in its favor, but the court does not fix any specific damages, costs or other monetary amounts, instead reserving costs for later; accordingly, no total monetary award or quantified costs can be determined from this judgment.