Executive Summary: Key Legal and Evidentiary Issues

• Territorial competence turned on whether Art Massif could anchor venue in Montmagny under the contractual exception in article 42(1) C.p.c. based on the place of contract formation.
• Email correspondence, purchase orders and payment flows were central evidence to establish a prima facie acceptance of Art Massif’s offer and the locus of that acceptance under articles 1386 and 1387 C.c.Q.
• The defendant’s declinatory motion relied largely on denying the existence of a signed written contract and disputing the plaintiff’s characterization of the contract’s conclusion, without offering counter-evidence sufficiently undermining the plaintiff’s proof.
• The court had to decide whether it could consider exhibits (P-9 and P-10) that were not specifically pleaded in the originating application but were filed to resist the declinatory exception.
• The judge applied the burden-shifting framework on jurisdictional challenges, holding that Art Massif met its prima facie burden while Ultimateck failed to adduce serious contradictory proof.
• Ultimateck’s request to transfer the case to Terrebonne was rejected, with the court recognizing Montmagny as a competent district based on the place where acceptance of the contractual offer was received.

Factual background

Art Massif Structure de bois inc. is a company that manufactures prefabricated timber frames, with its head office in Saint-Jean-Port-Joli, falling within the judicial district of Montmagny. Construction Ultimateck inc. is a specialist contractor in architectural and structural wood works, whose head office is located in Sainte-Thérèse, in the judicial district of Terrebonne. In 2021, Ultimateck, acting as general contractor, approached Art Massif to participate in an ecotourism project known as “Sentier des Cimes,” involving a wooden panoramic tower and an elevated wooden walkway in the municipality of Mont-Blanc, which is also in the district of Terrebonne. Art Massif’s role would cover design, fabrication, transport and installation of both the tower and the walkway. The parties exchanged pricing and technical proposals: Art Massif issued preliminary and formal proposals for the tower and the walkway, and those financial terms later reappeared in email correspondence when the parties discussed invoicing and progress billing. Although there was no single formal, signed written contract between Art Massif and Ultimateck, work proceeded, invoices were issued and at least one substantial payment was made by Ultimateck, indicating that some form of contractual agreement had been reached.

Genesis of the dispute

In April 2025, after disputes arose regarding the amounts Art Massif claimed to be owed for its services on the Sentier des Cimes project, Art Massif commenced an action against Ultimateck in the Superior Court, filing in the district of Montmagny. Art Massif claimed 316,181.25 CAD, or alternatively 343,692.69 CAD, as sums allegedly unpaid in relation to the project. The precise merits of that monetary dispute—such as alleged non-payment, valuation of work or scope changes—are not adjudicated in this judgment; the court instead focuses solely on a preliminary procedural objection. On 1 May 2025, Ultimateck responded by raising a declinatory exception (moyen déclinatoire), arguing that the case had been instituted in an improper district and should be transferred to the district of Terrebonne, where Ultimateck is domiciled and where the project site is located.

Evidence relating to contract formation and place of conclusion

The core evidentiary issue in the declinatory motion concerned where the contract between Art Massif and Ultimateck was formed, because the plaintiff relied on the exception that allows suit in the district where the contract was concluded. Several key email exchanges were produced. On 27 November 2021, Art Massif’s representative, Geneviève Constancis, pressed Ultimateck’s president, Maxime Bergeron, to finalize contract signatures to enable invoicing by month-end. On 29 November 2021, Bergeron replied asking her to “come back with an amount,” adding that they could make a bank transfer that day but would take more time for a formal written contract. Later that day, Constancis sent a detailed email headed “Voici ce que je te propose,” laying out the pricing structure for the Sentier des Cimes tower and walkway—figures that matched the earlier written proposals—and specifying, among other things, that 30% would be billable “à la signature” (at signature) and 10% at the start of production. She also requested a purchase order so they could proceed with invoicing. On 30 November 2021, Nicolas Wilson, a project manager at Ultimateck, wrote that while they were waiting for an upstream contract (EAK–Ultimateck), they would nonetheless pay two invoices and issue specific purchase orders (PO SDC026 for the tower and PO SDC027 for the walkway) corresponding to the amounts tied to progress of work. That same day, Art Massif issued an invoice bearing PO SDC026 in the amount of 1,471,617.91 CAD, and this invoice was paid that day by Ultimateck. A further email of 13 December 2021 from Constancis to Bergeron proposed payment terms under a single contract, with 30% “à la signature (ou au dépôt des soumissions complètes – facturé le 30 novembre)” and 10% at the start of production, clarifying that part of this structure had already been invoiced and tied to the 30 November billing. On 16 December 2021, Bergeron replied “sous toutes réserves” that Ultimateck could proceed with payments according to Art Massif’s proposal, provided that Ultimateck had itself been paid by its own client and noting the importance of meeting delivery deadlines on site. Collectively, these emails, purchase orders, invoices and payments formed the evidentiary backbone for determining whether there had been an offer and acceptance, and where the acceptance was deemed to have been received.

Procedural context and admissibility of new exhibits

Before turning to the merits of the territorial competence issue, the court first addressed Ultimateck’s objection to the late-filed exhibits P-9 and P-10, which consisted of email exchanges and related documentation submitted by Art Massif shortly before the hearing. Ultimateck argued that these documents should be disregarded because they were not specifically pleaded in the originating application and no amended application had been filed to incorporate them. The judge rejected this objection. Relying on appellate authority, he noted that once a defendant challenges jurisdiction or territorial competence through a declinatory exception or motion to dismiss, the plaintiff bears the burden to establish, on a prima facie basis, the facts supporting the jurisdiction of the chosen court. To do so, the plaintiff may adduce evidence beyond the bare pleadings, such as documents, affidavits or transcripts, and the court is entitled to consider these materials in ruling on the declinatory motion. In this case, the court held that Art Massif was entitled to file additional exhibits in response to Ultimateck’s challenge and that the court could properly consider P-9 and P-10 when evaluating whether the Montmagny court was territorially competent.

Legal framework on territorial competence and contract place

The court then set out the statutory framework. Article 167 of the Code of Civil Procedure permits a party to seek transfer to a competent court, or, failing that, dismissal when a case is instituted before an incompetent court. As a default rule, article 41 C.p.c. provides that the proper district is that of the defendant’s domicile. However, article 42 introduces exceptions allowing the plaintiff, in contractual matters, to sue in the district where the contract was concluded. The decision also summarizes the jurisprudential principles governing the burden of proof when a declinatory exception is raised: initially, the plaintiff’s factual allegations in the originating application may be taken as true, but once the defendant seriously contests those facts with evidence, the plaintiff must present prima facie proof of a jurisdictional “connecting factor.” A mere blanket denial by the defendant is insufficient; the defendant must present evidence capable of undermining the plaintiff’s prima facie case, and if that occurs, the plaintiff must respond with complete and persuasive evidence of the relevant connecting facts. Parallel to these procedural rules, the court examined articles 1386 and 1387 of the Civil Code of Québec. Article 1386 defines formation of the contract by the expression, express or tacit, of consent to an offer. Article 1387 provides that the contract is formed at the time and in the place where the offeror receives the acceptance, regardless of the medium used and even if certain secondary elements remain to be settled. This civil-law concept of the “place of reception of acceptance” was decisive for determining whether Montmagny, where Art Massif is domiciled, could qualify as the district where the contract was concluded.

Application to the facts and outcome

The judge recognized that Ultimateck did not dispute that a contract, in some form, existed: the work had been performed and payments had been made, even if no formally signed written contract was executed. Art Massif alleged that its proposals for the tower and walkway had been requested and then accepted by Ultimateck, and that the contract was concluded at Art Massif’s head office in Montmagny, where acceptance was received. While the originating application did not expressly recite that the acceptance email was received in Montmagny, the court accepted that the necessary facts could emerge implicitly from the combined effect of the pleadings and the exhibits, especially the email trail and the financial documents. Examining the sequence of communications, the court found that the 30 November 2021 email from Ultimateck’s project manager, in which he agreed to pay the invoices and issued specific purchase order numbers, coupled with the same-day payment of the invoice, amounted to a tacit manifestation of acceptance of Art Massif’s offer under article 1386 C.c.Q. Given that Art Massif was domiciled in Montmagny and received that acceptance there, the court held that, under article 1387 C.c.Q., the contract was formed in Montmagny. On this basis, the plaintiff was entitled to rely on the contractual exception in article 42(1) C.p.c. and to institute its action in the district of Montmagny. The court considered Ultimateck’s argument to the effect that the absence of a signed contract and the ongoing negotiation of some terms meant there was no final contract yet or, at a minimum, that the place of contract formation could not be determined in Montmagny. However, the judge characterized this as little more than a simple denial, unsupported by serious contrary evidence that could shake Art Massif’s prima facie case. The performance of the contract and payment of the invoices were inconsistent with Ultimateck’s attempt to avoid the jurisdictional consequence of its own conduct. In the result, the Superior Court rejected Ultimateck’s declinatory exception and confirmed the competence of the Superior Court sitting in Montmagny to hear Art Massif’s claim. The decision concerns only territorial jurisdiction; the underlying monetary dispute on the merits remains to be determined. Accordingly, Art Massif Structure de bois inc. is the successful party in this judgment, but no damages, monetary award or quantified costs are ordered in its favor at this stage, and the court expressly leaves the issue of judicial costs to be decided later, so the total amount granted to the successful party cannot yet be determined.