Executive Summary: Key Legal and Evidentiary Issues

• Allocation of responsibility for a major structural deformation of the CRJ-700 fuselage and the resulting multi-month delivery delays
• Interpretation of a conditional settlement agreement and general release (CSA) under arts. 1497–1507 C.c.Q., including when non-fulfilment of conditions is attributable to a party’s own fault
• Assessment of expert evidence on aircraft structural engineering, certification methodology and industry practices in shoring and bracing during major modifications
• Debate over whether the aircraft as delivered suffered inherent “stretching issues” from Bombardier’s production line versus deformation caused by Field’s modification methods
• Regulatory compliance and certification issues surrounding Transport Canada’s Supplemental Type Certificate (STC) process and Field’s performance of its delegated certification obligations
• Impact of alleged “erreur inexcusable” and the need (or not) for formal written termination notice under the CSA’s clause 4 on the validity of the mutual release

Background of the parties and the modification program
Bombardier Inc. is a well-known Canadian aircraft manufacturer that designs and produces commercial, business and specialized aircraft, including the CRJ family introduced in the 1990s. It has built around 2,000 CRJ-series aircraft, about 1,100 of which remain in service. Bombardier’s aircraft are delivered under specific configurations and can be further tailored to customer needs, particularly through significant post-delivery modifications.
Field Aviation Company Inc. is an aircraft modification specialist with facilities in Toronto and Calgary and holds Transport Canada delegations as a Design Approval Organization (DAO), with several Design Approved Delegates (DADs) authorized to act in certification matters. At the relevant time it had approximately 300 employees and marketed itself as a leading aircraft modifier.
The project at the heart of this dispute concerned the transformation of a Bombardier CRJ-700 regional jet into a specialized aircraft for Banco de México. The modification required cutting into the fuselage to add a large cargo door and permanently closing the standard lower baggage door. This was a major structural change to the pressure fuselage, involving complex stress analysis, specialized tooling, design of a unique cargo door and its attachments, and regulatory certification work.

Contractual framework between Bombardier and Field
In April 2014 the parties concluded a contractual framework consisting of a Master Agreement (SAA-0236.MA) and a Sub-Agreement (SAA-0236A.SUB). The Master Agreement provided the legal framework, while the Sub-Agreement defined the technical scope of work. The Sub-Agreement required Field, as contractor, to design, develop, test, qualify and certify the modification package, including responsibility for design suitability, obtaining the necessary export airworthiness certificate, performing all required ground and flight tests, clearing snags attributable to its work, and ensuring the modified aircraft met its type design and was safe for operation. The Sub-Agreement specified that certification requests for the modification would be submitted in Field’s name, but Bombardier would hold the title to the certification and associated intellectual property. Field was also required to maintain the aircraft while it was under its control, including appropriate storage and upkeep of engines during the lengthy modification period.
Before beginning work, Field formally acknowledged receipt and acceptance of the aircraft and equipment, including technical manuals describing proper jacking and “shoring” or bracing methods to prevent structural damage during maintenance or structural work. Bombardier also supplied a Global Finite Element Model (GFEM) and stress studies for the fuselage sectors where the cargo door would be installed.

Early delays and technical planning at Field
Delays arose soon after the aircraft and technical data were delivered. In August and September 2014, Field issued notices of “Excusable Delay”, sparking exchanges on the characterization and consequences of those delays. By April 2015, Field advised that the original May–June 2016 delivery window would be pushed to 15 August 2016, attempting to shield itself from liquidated damages before that date. That new date was also missed, and Bombardier learned in July 2016 that Field was now targeting 2 November 2016, a date that likewise slipped.
Field worked from Bombardier’s GFEM and requested additional stress data for the fuselage stations covering the cargo door location. Internal teams produced a lengthy Critical Design Review (CDR) presented to Bombardier and Banco de México at the end of 2015. The modification involved first removing the original baggage-door structure and closing that opening, then cutting the fuselage for the new cargo door.
Crucially, Field chose not to follow Bombardier’s recommended practice of shoring and bracing the aircraft structure, nor did it remove or counter-support the heavy engines. Instead, its engineers opted for a phased reinforcement approach, installing some internal reinforcements and doublers before fully cutting the cargo door opening, and argued that this made external shoring unnecessary. No dedicated stress analysis was done specifically to validate this decision.
Field fabricated tools, including a “door jig” and a “scribing tool”, to ensure the new door would match the fuselage contour. Initial laser-based alignment steps revealed anomalies in locating some reference points, forcing Field to fall back on manual measurement methods. After the fuselage cut-out was made around February 2016, these issues would later prove significant.

Emergence of fuselage deformation and the failed flight test
When Field attempted to install the cargo door, it found that the upper portion did not align properly with the fuselage opening, despite the specialized tooling that should have guaranteed a match. Field eventually concluded that the fuselage geometry did not perfectly correspond with the Bombardier data. Internal documentation later recorded a measured deformation of about 0.4 inch across certain fuselage stations, a difference far larger than the millimetric tolerances normally accepted in production, but this was not clearly quantified or reported to Bombardier or Transport Canada at the time.
A December 2016 test flight went badly: Field’s personnel observed the cargo door seal opening in flight, seeing daylight through the seal, an obviously unacceptable condition on a pressurized aircraft. Field limited subsequent flights to unpressurized conditions and grounded the aircraft pending further analysis.
Field’s DAD in charge of structural stress, Russell Blake, had finalized a stress report in late November 2016 stating that the installation met certification requirements, based mainly on the GFEM and local analyses but without detailed analysis of fasteners, bolts and reinforcement hardware. After the failed flight, Transport Canada required greatly expanded structural substantiation, making clear that a modified GFEM alone without proper validation was insufficient. Notably, Bombardier had warned as early as August 2015 that Field should not rely solely on the GFEM.
In response to Transport Canada’s concerns, Field broadened its analyses and conducted an additional flight on 3 March 2017, not for full certification but to validate new stress work. Internal e-mails suggested that loads around the cargo door frame were far higher than expected and that the structural situation around the baggage-door area was more complex than initially thought. Bombardier experts would later refer to “strain energy” or stored deformation energy in the fuselage around the cargo door region.

Bombardier’s growing concerns and the first court proceedings
Bombardier’s patience waned as the project slipped far beyond the original mid-2016 delivery timeline. On 20 April 2017, it sent Field a formal notice of default citing multiple breaches, including deficient engineering work and incomplete stress analyses. A May 2017 agreement sought to redefine responsibilities and timelines: Bombardier was to take on additional structural analysis work, while Field was to supply a detailed Phase 2 plan by a fixed date. Field’s failure to provide necessary documentation in time hindered Bombardier’s ability to complete the analyses.
A management meeting on 29 May 2017, with Bombardier’s Anne-Marie Thibodeau and Field project leadership in attendance, produced a Bombardier slide deck highlighting significant quality and engineering concerns. Field responded in writing on 1 June 2017, but Bombardier considered the situation sufficiently serious to initiate an injunction proceeding in case 500-17-099230-172. Bombardier sought orders allowing it to take over part of the modification work, obtain full access to the aircraft, and secure the tools, technical information and documentation from Field.
On 28 June 2017, the Superior Court (the same judge) issued a safeguard order granting Bombardier extensive access to the aircraft at Field’s facility and allowing Bombardier to carry out significant elements of the Phase 1 fabrication and installation tasks. This order was to remain in force to mid-September 2017. By then, Bombardier’s own teams would be physically involved at Field’s premises, with their own structural engineers and technicians working directly on the aircraft.

Negotiation and content of the Conditional Settlement Agreement (CSA)
Following the safeguard order and Bombardier’s take-over of substantial work, the parties entered structured settlement negotiations. Senior in-house counsel François Ouellette led Bombardier’s side, while Field was represented by its executive Brian Love, who also had prior legal training and had worked at Bombardier. On 30 August 2017, they held a key meeting documented in “Minutes of Meeting between Bombardier Inc. and Field Aviation, August 30, 2017.”
At that meeting, each side set out its monetary claims: Field claimed approximately USD 7.55 million and Bombardier around USD 10.84 million. They ultimately agreed to mutually renounce these claims, on the condition that the work would be completed within specific timeframes and that the responsibilities for Phases 1 and 2 would be redistributed. Bombardier would assume most of the structural design, fabrication and installation tasks, including damage-tolerance work, while Field would retain responsibility primarily for certification and certain fabrication, together with ground and flight testing.
The resulting written “Conditional Settlement Agreement and General Release” (CSA) was dated 1 September 2017. Its key features included:

• Conditions requiring: (i) timely completion and delivery of Phase 1 to Bombardier and to the end customer by late December 2017; (ii) a certifiable Phase 2 kit by 28 February 2018; (iii) installation of Phase 2 and issuance of a final STC within 14 days of Phase 2 completion.
• Upon satisfaction of these conditions, each party would provide a broad mutual general release of all claims “past, present or future” relating to the modification work and related agreements, converting the arrangement into a “transaction” within the meaning of arts. 2631 and following of the Civil Code of Québec.
• Each party would bear its own additional costs associated with its share of the work going forward, and Field would pay half of Bombardier’s customer-related delay costs (USD 869,627) upon issuance of the final STC.
• A termination clause (clause 4) allowed either party to terminate the CSA before all conditions were met if it reasonably believed the other party was not performing its contractual obligations under the master, sub-, or letter agreements as modified by the CSA, upon written notice. This wording replaced an earlier draft that would have permitted termination “at its sole discretion”, following a handwritten amendment requested by Field’s counsel and accepted by Bombardier.
  The CSA thus operated as a conditional contract of transaction and mutual release. Its legal life depended on whether the specified conditions would be fulfilled in the agreed timeframes, and whether any failure could be attributed to one party’s fault within the meaning of arts. 1497 and 1503 C.c.Q.

Bombardier’s remedial work and discovery of major deformation
Acting under the safeguard order and the CSA workshare, Bombardier’s team quickly installed proper shoring and so-called “spider tools” inside the fuselage. Although Bombardier considered Field’s initial choice to leave the engines installed during fuselage cutting sub-optimal, it decided not to remove them at that stage but adjusted jack locations and augmented shoring to mitigate structural stresses.
On 6 September 2017, Bombardier prepared a revised work schedule targeting final delivery to Banco de México by 15 December 2017. The schedule identified a series of tasks, clearly allocating responsibilities between Bombardier and Field. A critical step was replacement of the “lower sill”—a key beam at the base of the cargo door opening—beginning early September.
On 27 September 2017, Bombardier removed the dagger fitting located near fuselage station FS565 at the base of the cargo door opening, as part of the lower-sill replacement. As that bolt and fitting were removed, a dull noise was heard and a noticeable movement of the fuselage was observed. Photographs taken at the time showed the alignment rod through the fitting no longer centered in its opening, revealing that the fuselage had sprung into a different position, consistent with the sudden release of significant stored deformation energy.
Evidence from earlier analysis also showed that, as of March 2017, Blake had computed very high forces at the same location—over 3,200 pounds of load—with an internal note stating that the implications “scared” him. Later attempts by Bombardier’s mobile repair team to correct the deformation by applying up to 900 pounds of external force failed, indicating that the stored deformation energy exceeded that threshold and far surpassed any normal tolerances contemplated in the certification of a CRJ-700 airframe.
Bombardier then had to design, manufacture and install new structural components, including redesigned doublers, shims and door-surround parts, to restore airworthiness and allow the cargo door to function properly. These re-engineering and re-work efforts caused roughly five weeks of delay. According to the agreed schedule, Bombardier was originally to hand the aircraft back to Field for ground and flight testing on 26 October 2017; the actual hand-back only occurred on 21 December 2017, almost two months late.

Further delays and certification difficulties after December 2017
Once Bombardier completed its Phase 1 structural work and returned the aircraft, Field was responsible for ground and flight tests and for completing the certification process with Transport Canada. Field later argued that it faced further problems attributable to Bombardier’s modifications and that re-working certain parts took up to two months. However, Field produced little contemporaneous documentation to substantiate these claims.
Bombardier’s 30 January 2018 letter to Field identified a different primary cause: inadequate staffing and resources at Field leading to further slippage. Bombardier offered the assistance of 14 of its engineers, technicians and pilots through a formal services agreement, which Field accepted. In the same letter, Ouellette wrote that the settlement agreement was “now null and void”, with consequences to be discussed later.
Transport Canada ultimately issued a Supplemental Type Certificate (STC) for the cargo door on 6 April 2018, but only with a limited authorization: the aircraft was not yet permitted full operational use of the cargo door, and the STC was effectively an interim measure allowing the aircraft to fly to Wichita for further work under a time-limited exemption. A second STC for the interior configurations (cargo/passenger) was issued on 19 April 2018. The final, fully valid STC covering the door and its operation was not granted until 21 December 2018.
Bombardier delivered the aircraft to the customer in April 2018, long after the CSA’s December 2017 and February 2018 milestones. After the modification program was finally brought to a close, Bombardier sought to engage Field in discussions in mid-2018 about the “finishing touches” on settlement, but by early 2019 it was clear that Bombardier intended to pursue substantial damages against Field. Bombardier commenced new proceedings on 22 May 2019, alleging that Field’s serious faults—some only fully understood after Bombardier gained access to the aircraft—had caused extensive delay and additional cost.

Technical expert evidence on structure, certification and assembly
The court’s decision turns heavily on complex expert evidence. Bombardier presented three main experts:

• John Ereaux, an expert in airworthiness and certification, analyzed Field’s performance in regulatory matters. He explained the Canadian regulatory framework, the difference between a type certificate (for the base CRJ-700 design) and a supplemental type certificate (for the modification), and assessed how Field managed its DAO responsibilities.
• Graham William Bigland, an aerospace structural engineer and former Transport Canada delegate, examined whether the aircraft as built suffered inherent “stretching issues” and what caused the observed deformation. He also analyzed Field’s structural methods, the absence of shoring, the sequence of work on the baggage door and cargo door, and the stress implications.
• Bigland later issued a rebuttal report responding to Field’s structural expert, Ross Priday.
  Field relied primarily on:
• Ross Priday, characterized as a “Technical Airworthiness and Safety Expert” but not a licensed structural engineer, who argued that the deformation stemmed from Bombardier’s allegedly sub-optimal “best fit” assembly process on the CRJ-700 production line, which he claimed could introduce stored strain energy.
• Nader Akkaoui, a delay-analysis expert using critical path methods, who quantified overall delay after the CSA at about 140 days but did not assign legal responsibility for each period of delay.
  The court closely scrutinized Priday’s qualifications and methodology. While recognizing his experience as a technician in the Royal Air Force, the judge found that he lacked the specialized structural engineering credentials needed to opine credibly on fuselage stress and on whether Bombardier’s assembly process had caused hidden strain energy. His reliance on secondary sources such as general press articles, without direct data from Bombardier’s quality system, led the court to reject his structural conclusions as speculative and unsupported. His report also referenced “calculations” at Field that other evidence showed did not exist.
  By contrast, Bigland traced the full certification history of the CRJ-700 type design and the specific aircraft at issue (serial number 10343). He described forty-nine full-scale static tests performed to obtain the original type certificate, demonstrating compliance with FAR Part 25 requirements for loads, factors of safety, strength, deformation and proof of structure. For the specific aircraft, he reviewed nearly 300 reports of non-conformity, showed that all relevant ones were minor and rectified, and confirmed that none related to a significant fuselage deformation or major structural non-conformity. He concluded that the aircraft as delivered to Field conformed to its type design and did not exhibit any pre-existing “stretching issues”.
  Bigland also analyzed Field’s modification conduct. He emphasized that leaving the engines in place, failing to install external and internal shoring, removing structural fasteners and cutting the fuselage in this unbraced condition all contravened standard industry practice and would predictably allow bending and torsion of the fuselage shell. Based on documentation and the observed behaviour when the dagger fitting was later removed by Bombardier, he concluded that the stored strain energy had been introduced during Field’s own modification work—particularly while closing the baggage door opening and cutting for the cargo door—rather than during Bombardier’s final assembly.
  Ereaux’s certification analysis reinforced this view. He identified three main certification shortcomings by Field: an initial misclassification of the cargo door as “non-hazardous”, leading to under-designed safety features; an inadequate structural substantiation methodology relying too heavily on the GFEM and not on validated detailed models; and failure to use standard production practices, notably proper stabilization of the structure, resulting in unintended deformation and complex rigging and sealing issues. He chronicled extensive back-and-forth with Transport Canada, reflected in evolving Certification Memos through 2017–2018, and highlighted that a high level of regulatory involvement had been required to resolve structural questions that Field should have anticipated and planned for.

Determination of the cause of the deformation and responsibility for delay
Applying the principles on presumptions of fact under arts. 2846 and 2849 C.c.Q., the court assessed a series of “facts indicia”:

• Field’s undisputed decision not to shore or brace the aircraft despite manufacturer guidance and common industry standards
• Early indications of misalignment and difficulty with laser measurements after the baggage door was closed and the fuselage cut-out made
• Internal Field documents acknowledging deformation of around 0.4 inch, a magnitude inconsistent with allowable manufacturing tolerances
• Blake’s high load calculations and expressed concern about the implications of attachments near the cargo door region
• The sudden movement observed when Bombardier later removed the dagger fitting, and the failure of a 900-pound external force to eliminate the deformation
• The absence of any significant non-conformities or deformation issues at the production stage in Bombardier’s and Transport Canada’s records for aircraft 10343.
  The court concluded that these elements, taken together with the credible structural opinions of Bigland and the regulatory analysis of Ereaux, formed a set of grave, precise and concordant presumptions pointing unequivocally to Field as the cause of the major fuselage deformation. Field, for its part, failed to produce persuasive factual or expert evidence showing that Bombardier’s assembly process had left the aircraft with pre-existing strain energy.
  The judge therefore found that Field’s failure to use proper shoring and bracing methods, to sequence its work appropriately, and to conduct adequate structural analysis constituted serious faults. These faults directly resulted in the deformation, induced substantial strain energy in the fuselage, and forced Bombardier to undertake unplanned remedial work in late 2017, which in turn drove the approximately six-week delay in Bombardier’s Phase 1 schedule. That delay made it impossible to meet the CSA’s deadlines for Phase 1 completion and delivery, and also compressed Field’s available window for testing and certification.

Legal treatment of the CSA as a conditional obligation
Legally, the CSA was characterized as a conditional obligation governed by Book Five of the Civil Code of Québec. Under art. 1497 C.c.Q., an obligation is conditional when its existence or extinction depends on a future and uncertain event. The CSA’s mutual release depended on the future completion of phases and milestones within specific dates; it would only take effect as a binding transaction once the conditions were fulfilled.
Art. 1503 C.c.Q. provides that a conditional obligation has its full effect when the debtor obliged under the condition prevents its accomplishment. The doctrine and case law, including Supreme Court authority, require proof that the non-fulfilment of the condition is attributable to a fault or negligence by the debtor, though not necessarily bad faith. Where such a fault is proven, the law treats the condition as having been fulfilled for the creditor’s benefit, or conversely deprives the debtor of the ability to rely on the condition’s non-occurrence.
Here, Field argued that Bombardier, as the party responsible for certain Phase 1 tasks after September 2017, prevented the CSA conditions from being met and should therefore be deemed to have fulfilled them, rendering the mutual release effective. Bombardier maintained that any failure to satisfy the conditions was entirely due to Field’s earlier faulty modification work, which had created the deformation and forced the remedial campaign.
Having found that Field’s conduct was the sole cause of the fuselage deformation and the resulting six-week slip in Bombardier’s Phase 1 schedule, the court held that Bombardier had not committed a fault within the meaning of art. 1503 C.c.Q. that could justify deeming the conditions satisfied. Instead, it was Field’s own prior fault that made it impossible to comply with the CSA timetable. Moreover, serious certification and staffing delays attributable to Field after December 2017 further undermined any contention that Field had fully met its obligations.
Consequently, the conditions for the CSA’s transformation into a binding transaction and mutual release never occurred. Given that the non-fulfilment was due solely to Field’s failures, Field could not rely on art. 1503 C.c.Q. to claim the benefits of the release; rather, the CSA was treated as having no effect.

Rejection of “erreur inexcusable” and the notice-of-termination argument
Field also contended that Bombardier, as the manufacturer of the CRJ-700, had committed an “erreur inexcusable” when entering into the CSA, and thus should not be allowed to avoid its consequences. Under arts. 1399–1400 and 2634 C.c.Q., contracts (including transactions) may be annulled for vitiated consent, but an inexcusable error—one resulting from a serious lack of prudence—does not constitute a vice of consent. The jurisprudence stresses that the assessment is contextual and that more is expected of sophisticated parties, but still requires something akin to negligence “of a certain gravity.”
Here, the deformation of 0.4 inch could not be detected by the naked eye on a large fuselage, and at the time of the CSA, even experienced Bombardier engineers like Kasprick could not definitively identify whether the door issues stemmed from design, analysis gaps or execution problems at Field. Given the technical uncertainty and the limited information available to Bombardier prior to its physical intervention under court order, the judge found no inexcusable error in Bombardier’s decision to enter into the CSA.
On a separate front, Field invoked clause 4 of the CSA, arguing that because Bombardier never formally exercised that termination clause by written notice, the CSA remained in force. The court rejected this as formalistic and misplaced. Once it was clear that the essential conditions—timely completion of Phase 1 and subsequent milestones—had not been and could not be met, the CSA’s basic premise failed. In effect, there was nothing left to “terminate”; a party cannot formally end a contract that has never become fully effective due to non-fulfilment of its own constitutive conditions.
Moreover, by December 2017, both parties knew the deadlines had been missed. They nonetheless continued working to complete the aircraft, a pragmatic decision to mitigate their respective losses rather than evidence that the CSA remained viable. Ouellette’s January 2018 letter explicitly described the settlement agreement as “null and void”, and Field’s later attempt to argue that the CSA still applied was inconsistent with that mutual understanding.

Outcome and monetary consequences at this stage
In this first, bifurcated phase of the litigation, the Superior Court confined itself to determining the validity and scope of the CSA and the allocation of responsibility for the delays that prevented its conditions from being fulfilled. The judge expressly held that Field’s failure to adhere to generally recognized aviation practices—particularly its refusal to shore and brace the aircraft and its inadequate structural and certification work—caused the fuselage deformation and the associated delays. Those delays in turn prevented Bombardier from meeting the CSA milestones, meaning the conditions for the mutual release never materialized.
The court therefore declared the Conditional Settlement Agreement and General Release of 1 September 2017 null ab initio and without effect. Bombardier’s broader monetary claims for damages and unpaid service agreements were reserved for a second phase of the proceedings, in which the court will address liability and quantum over the entire contractual period.
However, given the central role of expert evidence in resolving the CSA’s validity, the court immediately ordered Field to reimburse Bombardier the full costs of the Ereaux and Bigland expert reports, namely CAD 144,599.28 and CAD 131,483.23 respectively, for a total of CAD 276,082.51, together with court costs to be taxed. The judgment thus identifies Bombardier as the successful party at this stage, but the precise overall amount of damages and costs that may ultimately be awarded in its favour remains undetermined pending the outcome of the second phase.