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Centre Piazzazzuri inc. c. Groupe Lorac inc.

2012 QCCS 4182









N° :






September 5, 2012



BY :

























[1]   This case involves a claim by Centre Piazzazzuri Inc. for the payment of rent and damages under a commercial lease, and a counterclaim in damages by Lorac Inc. and Louis Duchesneau, who allege that Piazzazzuri abusively terminated their lease and shut down their restaurant business.

[2]   Piazzazzuri's claim under the lease is for $232,197.  Lorac and Duchesneau's claim for business losses and damages totals $748,919. 

[3]   The lease in question was signed by Piazzazzuri and Lorac in February 2009 (exhibit P-1).  Under the agreement, Lorac leased premises in a suburban shopping mall in Kirkland, Quebec for a term of fifteen years.  Duchesneau, who is Lorac's principal shareholder, guaranteed the tenant's obligations under the lease. 

[4]   In May 2009, Duchesneau began operating a steak restaurant in the rented premises under the banner "Le Bifthèque".  However, in December that year Piazzazzuri evicted Lorac and Duchesneau for non-payment of rent.

[5]   The central issue to be decided in this case is whether Piazzazzuri terminated the lease abusively and in bad faith.  If so, Lorac and Duchesneau argue that Piazzazzuri cannot recover rent and damages (fin de non recevoir) and must compensate them for their losses.  Conversely, if Piazzazzuri did not abuse its rights or act in bad faith, Lorac and Duchesneau must pay rent and damages to Piazzazzuri and have no grounds to sue for wrongful eviction.

[6]   Subsidiary issues also arise.  Lorac and Duchesneau contend that Piazzazzuri failed to mitigate its damages by taking too long to find a new tenant after they were evicted.   Duchesneau adds that his personal guarantee under the lease is limited in scope, and that he is not solidarily liable with Lorac for most of the amounts claimed by Piazzazzuri. 

[7]   Duchesneau claims that his reputation was damaged by the eviction, that he suffered considerable stress, and that Piazzazzuri violated his Charter rights to dignity, privacy and the peaceful use of his property.

[8]   Before considering these issues, it is necessary to explain the circumstances that led Piazzazzuri and Lorac to sign a lease in February 2009.  A brief history will also help to understand why the parties' relationship deteriorated so quickly thereafter.


[9]   The Bifthèque restaurant was not Duchesneau's first business venture in the Piazzazzuri mall.  In fact, the Bifthèque restaurant rose out of the failure of a previous restaurant operated by Duchesneau in the same leased premises.

[10]        Duchesneau's business relationship with Piazzazzuri began two years earlier, in June 2007.

[11]        In 2007, Piazzazzuri's related company, Broccolini Construction, completed the construction of the Kirkland shopping mall.  As lessor of the retail space, Piazzazzuri wanted to attract an established restaurant business as an "anchor tenant" for the building.  In June 2007, Piazzazzuri entered into a lease with Houston Canada, a restaurant franchisor.  At the same time, Houston concluded a sub-lease and franchise agreement with Duchesneau's company, Groupe Lorial Inc., for the operation of a steakhouse in the leased premises. 

[12]        Duchesneau did not participate in the lease negotiations between Piazzazzuri and Houston Canada.  However, under the terms of the sub-lease, Lorial agreed to be bound by Houston's obligations under the head lease.  This included the tenant's obligation to build and equip a restaurant in the leased space, with a contribution from the landlord for leasehold improvements. 

[13]        The head lease stipulated that upon its expiry or termination, all of the tenant's constructions and improvements that were attached to the leased premises would become the landlord's property. 

[14]        The Houston steak house opened in June 2007.  Lorial spent $1.2 million to furnish and equip the new restaurant.  Piazzazzuri contributed $160,875 to leasehold improvements (exhibit D-49).

[15]        Despite a good start for the Houston restaurant, matters quickly turned sour.  In September 2007, Houston Canada's assets were seized by the government for unpaid taxes.  Rent owed by Lorial to Houston under the sub-lease was garnished.  Piazzazzuri was not paid and sent a notice terminating both the head lease and the sub-lease, and ordering Lorial to vacate the premises.  In March 2008, Piazzazzuri took legal action against Houston, Lorial and Duchesneau seeking to enforce its contractual rights.

[16]         Lorial and Duchesneau counter sued.  They claimed that Piazzazzuri was acting abusively and in bad faith by refusing to negotiate a new lease directly with them.  They complained that the taxes and operating expenses owed under the head lease were higher than expected, making it difficult for the restaurant to succeed.  They alleged bad faith, claiming that Piazzazzuri's real motive in cancelling the leases was to appropriate the valuable leasehold improvements made by Lorial to the restaurant premises.

[17]        The parties settled their legal dispute in December 2008.  Lorial paid Piazzazzuri $68,000 in back rent.  Piazzazzuri agreed to rent the premises to a new company to be formed by Duschesneau, (the defendant Lorac Inc.) on terms similar to the former Houston lease.  Duchesneau found a new steakhouse franchisor, Le Bifthèque, who was acceptable to Piazzazzuri.

[18]        A new lease was signed by Lorac and Piazzazzuri in February 2009.  That month, Duchesneau opened a Bifthèque restaurant to replace the Houston steakhouse.  At first, the Bifthèque's sales were encouraging, but they quickly declined.  By mid-July 2009, Duchesneau was complaining to Piazzazzuri that he could not make ends meet, and asking the landlord to reduce the rent. 

[19]        In August 2009, Lorac failed to pay the rent on the first day of the month as required by the lease.  Piazzazzuri sent a notice of default, threatening to terminate the lease.  However, several days later Piazzazzuri accepted Lorac's late payment and withdrew the notice. 

[20]        In the following months, Lorac consistently paid the rent late.  Duchesneau continued to complain to Piazzazzuri's president, Joseph Broccolini, that the rent was too high. 

[21]        During this time, Duchesneau was also fighting with his franchisor.  He accused Le Bifthèque of supplying him with inferior quality meat.  In June 2009, Le Bifthèque sued Lorac and Duchesneau for unpaid franchise royalties totalling $83,000.

[22]        In November 2009, the Le Bifthèque franchisor was placed into receivership by its creditors. 

[23]        In early December, Lorac sent a rent cheque to Piazzazzuri that was post-dated to December 29.  The landlord refused the cheque and promptly sent a notice to Lorac giving it five days to pay.  Duchesneau promised to pay on December 22 and Piazzazzuri relented.  However, when its employee went to collect the rent on December 22, Duchesneau reneged, saying he could pay only $10,000, and promising to pay the balance on December 29. 

[24]        The next day, on December 23, Piazzazzuri terminated Lorac's lease and evicted it from the premises.

[25]        In the following days, Duchesneau was allowed to remove moveable furniture and equipment from the restaurant.  However, Piazzazzuri claimed ownership of the leasehold improvements that were attached to or incorporated into the premises, including benches, tables, counters, light fixtures, built-in freezers, etc.

[26]        The restaurant premises remained empty for ten months before Piazzazzuri found a new tenant.  In October 2010, a new operator opened a third steakhouse, this time under the "Steak Frites" banner. 


[27]        Lorac and Ducheneau allege that Piazzazzuri acted abusively and in bad faith when it terminated the lease in December 2009.  Their claims of abuse and bad faith shall be considered separately, since a party may abuse its right, or exercise its right unreasonably, without necessarily being in bad faith.[1] 

i)          Did Piazzazzuri abusively or unreasonably terminate the lease? 

[28]        The lease between Piazzazzuri and Lorac required the tenant to pay rent "in advance on the first day of each calendar month" (s. 4.01).  The agreement provided that if Lorac failed to pay the rent when due, and the default continued for five business days after written notice from the landlord, Piazzazzuri could terminate the lease and take possession of the premises (s. 21.01). 

[29]        A contractual provision allowing a party to unilaterally cancel an agreement without court approval is valid under Quebec law.[2]  Nevertheless, a person must exercise the right reasonably and in good faith.[3] 

[30]        Lorac and Duchesneau raise two arguments in support of their contention that Piazzazzuri did not act reasonably in terminating the lease.  First, they argue that Piazzazzuri acted abusively by accepting late rent payments from August to November, but then suddenly refusing a late payment in December.  Second, they argue that their eviction from the premises was abusive because it prevented them from selling the restaurant as a going concern.

a)         Did Piazzazzuri abusively change its position in December?

[31]        Lorac and Duchesneau maintain that since Piazzazzuri accepted late rent payments from August to November, its refusal to accept a late payment in December came as a surprise to them, and ran counter to the "modus operandi" that had been established by the parties.

[32]        In effect, Lorac and Duchesneau argue that the parties, through their conduct, amended section 4.01 of the lease requiring rent to be paid on the first day of each month. 

[33]        The difficulty with this argument is that it ignores section 22.01 of the lease, which states that the landlord's acceptance of late payments is only to be considered "a mode of collection", and does not amend the landlord's "rights, recourses and actions in virtue of th[e] lease which demands punctual payment of all obligations".

[34]        The effect of section 22.01 is that Lorac's payment obligations were not amended by Piazzazzuri's acceptance of late payment from August to November 2009.  A further effect of the provision is that Lorac and Duchesneau were not entitled to rely on Piazzazzuri's past indulgence to expect that Piazzazzuri would accept a late payment in December.

[35]        In light of section 22.01, it is not possible to conclude that Piazzazzuri abusively altered its position in December 2009 when it refused Lorac's post-dated cheque and sent a default notice.

[36]        Moreover, Piazzazzuri's actions in December did not take the defendants by surprise.  It is clear that they anticipated the lease might be terminated, and that Lorac could be evicted, if the rent was not paid.

[37]        Piazzazzuri immediately made its intentions known to Duchesneau when it refused Lorac's post-dated cheque and sent a default notice on December 7 (exhibit D-22).  Duchesneau took the notice seriously enough that the next day his lawyers informed Piazzazzuri of his intention to negotiate an amicable termination of the lease (exhibit D-23). 

[38]        Duchesneau then offered to pay the rent on December 22 in an attempt to avoid the immediate termination of the lease. 

[39]        Duchesneau failed to make that payment; nevertheless, he had already anticipated Piazzazzuri's reaction.  Duchesneau had prepared a letter, which he delivered to Piazzazzuri's employee on December 22, stating that Lorac would hold the landlord responsible for all damages if it terminated the lease for non-payment of the rent (exhibit D-24).

[40]        Duchesneau's conduct shows that he wanted to terminate the lease, but on his own terms.  He was aware of the risk involved in delaying payment of the December rent.  Nevertheless, Duchesneau had carefully calculated the risk.  He believed that if Piazzazzuri terminated the lease, it would not evict Lorac before a new tenant was found.  In the meantime, Duchesneau would continue to operate the restaurant, which he could then sell as a going concern to the new tenant.

[41]        Duchesneau believed that Lorac would not be evicted because it was paying additional rent of $8,700 per month towards municipal taxes and building expenses, a sum that Piazzazzuri would have to pay if the premises were vacant.  Duchesneau reminded Piazzazzuri of this fact in an email dated December 23, stating, "il n'y a pas de logique a me fermer" (exhibit D-25).

[42]        Duchesneau was so confident that Lorac would not be evicted that, on December 23, he offered to pay a reduced rent of $12,000 per month (instead of $21,247) until Piazzazzuri could find a new tenant. (exhibit D-25). 

[43]        Unfortunately for Duchesneau, however, he misjudged Piazzazzuri's reaction.  The landlord terminated the lease and ordered Lorac to immediately vacate the premises.  Duchesneau may have been surprised by Piazzazzuri's decision not to accept his offer of a reduced rent, but his miscalculation does not amount to an abuse of right by Piazzazzuri. 

b)         Was Lorac denied the opportunity of selling the restaurant as a going concern?

[44]        Lorac and Duchesneau's second argument is that Piazzazzuri's eviction was abusive because it denied them the opportunity to sell the restaurant as a going concern.  As a result, they were unable to recover amounts spent on leasehold improvements.

[45]        This argument cannot be accepted for several reasons. 

[46]        First, Lorac had no right to remain in the premises after the lease was terminated.  Section 21.01 of the lease is clear when it states "upon termination, [the] tenant will immediately vacate and surrender the premises". 

[47]        Second, there is no evidence that the eviction actually deprived Lorac of an opportunity to sell the restaurant.  Although Duchesneau had refused two informal offers to purchase the restaurant in May and September, in December he had no ongoing discussions with potential buyers and no outstanding offers.  Duchesneau did not identify any potential buyers to the Court.

[48]        Indeed, subsequent events show that Piazzazzuri was unable to find a restaurant operator for ten months after Lorac was evicted.  Joseph Broccolini testified that it was extremely difficult to find a new investor given the failure of two previous restaurants.  The Steak Frites franchisor only agreed to get involved on the condition that Broccolini invest in the franchise as a pledge of financial support.

[49]        Third, Lorac did not own, and therefore could not sell, the fixed leasehold improvements.  All such constructions belonged to Piazzazzuri under the terms of the lease.  Lorac only owned the moveable furniture and equipment, which it sold after vacating the premises.

[50]        It follows that Lorac's eviction did not prevent it from selling the restaurant as a going concern. 

ii)         Did Piazzazzuri's principals act in bad faith in terminating the lease?

[51]        Lorac and Duchesneau allege that they were forced by Piazzazzuri to sign an onerous lease in February 2009.  They say that the landlord made matters worse by failing to contest high municipal taxes and by requiring them to operate under a burdensome franchise agreement.  They contend that Joseph Broccolini terminated the lease in bad faith in order to take over the valuable leasehold improvements and use them for his own gain. 

a)         Did Duchesneau sign the 2009 lease under duress?

[52]        There is no evidence that Duchesneau was under any duress when he signed the February 2009 lease.  On the contrary, the evidence suggests that he signed the lease voluntarily, as part of a settlement agreement with Piazzazzuri that put an end to the litigation arising from the Houston debâcle. 

[53]        Under the December 2008 settlement agreement, Piazzazzuri agreed to rent the premises to Lorac on terms "substantially similar" to those in the former Houston lease.  Duchesneau had been asking for this concession ever since Houston's troubles first became apparent more than a year earlier.  Since the February 2009 lease substantially reproduces the terms and conditions of the Houston lease, the defendants' assertion that it is unduly onerous, and was imposed upon them, lacks credibility.

[54]        Duchesneau was represented by legal counsel during the negotiation and signing of the December 2008 settlement agreement and the February 2009 lease. 

[55]        Duchesneau argues he was forced to sign the February lease to save Lorial's investment in leasehold improvements.  It is true that Lorial's investment would have been forfeited had Duchesneau not signed a second lease.  However, in 2007 Duchesneau accepted Houston's head lease with Piazzazzuri, which gave Lorial no right to remain in the premises, and no right to the leasehold improvements, if Houston defaulted.  It was these circumstances, not any oppressive conduct by Piazzazzuri, that led Duchesneau to sign a second lease in February 2009.

[56]        Duchesneau complains that he was forced into a burdensome franchise agreement under the February lease.  However, it was Duchesneau, not Piazzazzuri, who proposed that the new restaurant be operated as a Bifthèque franchise. 

[57]        In the February lease Piazzazzuri reduced the base rent from $24 to $19 a square foot.  This concession belies the contention that the lease was imposed on the defendants.

[58]        Indeed, the evidence suggests that Duchesneau believed his new restaurant could pay the rent under the February 2009 lease.  Several months before signing the lease, in September 2008, Duchesneau met with Bifthèque's sales manager, Tom Theophilos, to explore whether a restaurant could succeed under that banner.  The two men drew up a budget (exhibit P-23) based on projected sales submitted by Theophilos.  Duchesneau estimated that monthly rental payments under a new lease with Piazzazzuri would be $18,200, while Theophilos put them at $20,600.  Under both scenarios, the budget showed the Bifthèque franchise to be profitable.

[59]        Under the February 2009 lease, Lorac's monthly rental payments were $21,416, a sum not significantly higher than the Bifthèque estimate.  It is clear that Lorac could have paid this rent, and made a profit, if the restaurant had generated the sales anticipated by Theophilos and Duchesneau in 2008.  This leads to the conclusion that Duchesneau voluntarily accepted the proposed rent under the February lease.

[60]        According to Duchesneau's testimony at trial, the only provision in the February lease that he objected to was the one dealing with his personal guarantee in Schedule J.  Duchesneau complained that his seven-year personal guarantee under the schedule did not take account of his guarantee given in the Houston lease.  However, Duchesneau accepted Schedule J, without change, after speaking to his lawyers.

[61]        Duchesneau's testimony that he only objected to Schedule J contradicts the defendants' assertion that Piazzazzuri imposed an onerous contract on the defendants.  Rather, the facts lead to the conclusion that Duchesneau freely accepted the terms and conditions of the February lease, without duress.

b)         Was Piazzazzuri in bad faith in failing to contest the municipal taxes?

[62]        Lorac and Duchesneau argue that the rent was unaffordable because the municipal taxes were too high.  They argue that the landlord failed to contest the high taxes and thereby placed an unfair onus on its tenants, including Lorac.

[63]        The defendants first expressed this complaint under the Houston lease.  The evidence shows that the additional rent payable under that lease was significantly higher than the parties had initially estimated.  In May 2006, the parties estimated that the business and realty taxes would amount to $6 per square foot for the first year of the lease (exhibit D-31, addendum to offer to Lease).  However, the actual amount was considerably higher.  By May 2009, the taxes were $12.75 per square foot (exhibit D-32).  No explanation was provided to the Court why the parties' initial estimate was so inaccurate.

[64]        Lorial and Duchesneau complained about the high taxes in the counter claim filed against Piazzazzuri in August 2008 (exhibit D-6).  Nevertheless, in the December 2008 settlement agreement (exhibit D-7), Duchesneau agreed to pay additional rent in an amount similar to that paid under the Houston lease. 

[65]        There is no evidence that the taxes paid to the City of Kirkland were unreasonably high, or that they could have been successively challenged by Piazzazzuri. 

[66]        Piazzazzuri's controller, Emilio Minotti, testified that the company did not contest the municipal tax assessment in 2009 because it believed the city's evaluation of the building to be lower than its construction cost and the value of leasehold improvements.  There is no reason to doubt this explanation.

[67]        Piazzazzuri contested the municipal tax roll for 2011-2013, after Lorac's eviction.  However, the city maintained its evaluation and Piazzazzuri dropped its challenge.

[68]        The evidence leads to the conclusion that Lorac and Duchesneau accepted the amount of additional rent payable under the February lease.  Furthermore, nothing in the record indicates that Piazzazzuri was negligent or in bad faith in failing to contest the municipal tax assessments.

c)         Did Joseph Broccolini terminate the lease in order to take over the leasehold improvements for his own benefit?

[69]        Joseph Broccolini is a shareholder of Meat & Potatoes Inc., the franchisee that began operating the restaurant in November 2010 under the Steak Frites banner.  Lorac and Duchesneau point to this is as evidence of Broccolini's bad faith in evicting them from the premises.  They contend that Broccolini is benefiting from the valuable leasehold improvements paid for by Duchesneau's companies under the Houston and Bifthèque leases.

[70]        This is not the first time Duchesneau has made such an allegation of bad faith.  In his August 2008 counter claim against Piazzazzuri, Duchesneau alleged that Broccolini was in bad faith in terminating the Houston leases because he wanted to appropriate the leasehold improvements made by Lorial.[4] 

[71]        Duchesneau's repeated allegation of bad faith raises an obvious question.  If Joseph Broccolini had wanted to appropriate the leasehold improvements for his own benefit in 2008, why would he have agreed to sign a new lease with Lorac in February 2009, giving it a second chance to succeed at the business?  It is evident that had Broccolini really intended to take over the leasehold improvements as Duchesneau alleges, he would have done so in 2008 upon the termination of the Houston lease.

[72]        There is no evidence to suggest that Broccolini acted with ill intent towards Lorac or Duchesneau.  He spoke to Duchesneau on numerous occasions about the restaurant's difficulties (Duchesneau said they had at least 25 such discussions in the fall of 2009).  When Duchesneau indicated that he wanted to sell the business, Broccolini helped by telephoning a potential buyer.  Broccolini also agreed to discuss Duchesneau's request for a rent reduction with his partners. 

[73]        In August 2009, Broccolini accepted Lorac's late rental payment and withdrew Piazzazzuri's termination notice.  He instructed Piazzazzuri's accountant to accept Lorac's late payments in September, October and November, and agreed to Duchesneau's plea to pay the rent on December 22.  If anything, Broccolini showed considerable patience and good will towards his tenant.

[74]        Nothing suggests that Broccolini wanted to evict Duchesneau in order to start his own restaurant business.  The premises remained vacant for ten months after Lorac's departure.  Broccolini only found a new tenant when he agreed to lend his financial support to the new enterprise.

[75]        The law presumes good faith[5].  The defendants' allegations that Piazzazzuri's officers acted in bad faith are very serious.  These allegations must be supported by clear and convincing evidence, which is absent in the present case.

iii)        Is Piazzazzuri entitled to recover unpaid rent and damages under the lease?

[76]        Since there is no evidence that Piazzazzuri terminated the lease abusively or in bad faith, it is entitled to recover unpaid rent and damages according to section 21.01 of the lease. 

[77]        Section 22.01(e) of the lease provides that all amounts owed by the tenant bear interest from their respective due dates.

[78]        Exhibit P-30 establishes that the unpaid rent and damages owed to Piazzazzuri by Lorac is $232,197.92.  After adjustments for overpaid rent, this amount includes unpaid rent for December 2009, three months' rent as liquidated damages, and a further seven months' lost rental income during the time the premises remained unoccupied. 

[79]        Nothing indicates that the premises could have been rented before November 2010.  As stated above, two restaurants had failed in the premises, dissuading new tenants.  There is no evidence that Piazzazzuri failed to mitigate its damages. 

iv)        What is the amount of Duchesneau's personal liability for unpaid rent and damages?

[80]        In Schedule J of the lease, Duchesneau guaranteed the performance of Lorac's obligations (including its obligation to promptly pay the rent) and agreed to indemnify Piazzazzuri for any damages, costs and losses suffered by the landlord from the termination of the lease. 

[81]        The limit of Duchesneau's personal guarantee under Schedule J is $178,750 "with respect to obligations attributable to the first year" of the lease.  Thereafter, the amount of his guarantee progressively decreases with respect to obligations incurred in each of the following six years of the lease term.

[82]        In argument, the parties contended that Duchesneau's guarantee should take account of the lower limit in the second year of the lease ($153,215), since Piazzazzuri is claiming for lost rent in 2010, as well as 2009.  However, the parties did not agree on the amount of the applicable reduction.

[83]        In the Court's view, the only period that is relevant to calculate the extent of Duchesneau's guarantee is the first year of the lease.  Since the lease was terminated in the first year, Duchesneau never guaranteed Lorac's lease obligations "attributable to the second year of the term" (Schedule J, page 2).  Even though Piazzazzuri's damages include lost rent in 2010, its damages are attributable to Lorac's failure to pay rent in December 2009, during the first year of the lease.  Accordingly, Duchesneau's guarantee is "with respect to obligations attributable to the first year" of the lease. 

[84]        Although Duchesneau's guarantee in the first year of the lease is $178,750, Piazzazzuri amended its claim at trial to ask that it be set at $172,944.87.  This latter amount will therefore be applied by the Court.

v)         Are Lorac and Duchesneau entitled to recover damages?

[85]        Lorac and Duchesneau claim a total of $748,919 for business losses and other damages. 

[86]        This includes an amount of $505,654.26, which corresponds to the un-depreciated book value of the defendants' leasehold improvements.  Lorac and Duchesneau argue that had they not been evicted, they would have sold the leasehold improvements for this amount to a new tenant.

[87]        As explained above, the fixed leasehold improvements were the property of the landlord under section 12.04 of the lease and could not be sold by the defendants.

[88]        Furthermore, although it is not necessary to decide the point, the Court believes that it is inappropriate to base the defendants' losses on the un-depreciated book value of the leasehold improvements.  There is no reason to believe that a new tenant would have paid this amount to acquire the leasehold improvements, particularly in light of two previous business failures.

[89]        Duchesneau claims that his reputation was damaged by Lorac's eviction.  As proof of this, he points to the fact that Royal Bank reduced his personal line of credit from $100,000 to $5,000 after he failed to repay amounts advanced to operate the Bifthèque restaurant. 

[90]        As explained above, Piazzazzuri was entitled to terminate the lease and evict its tenant.  Piazzazzuri exercised its rights reasonably and in good faith.  Piazzazzuri cannot have damaged Duchesneau's reputation by reasonably exercising its legal rights. 

[91]        In any event, there is no evidence to suggest that Royal Bank reduced Duchesneau's line of credit because his reputation had been tarnished.  The bank's decision could have been taken for purely commercial reasons, including an objective assessment of Duchesneau's credit file.

[92]        Similarly, Duchesneau's claim for stress and the violation of his Charter rights cannot succeed in light of the conclusion that Piazzazzuri reasonably exercised its contractual rights.


GRANTS the plaintiff's action;

CONDEMNS Groupe Lorac Inc. and Louis Duchesneau solidarily to pay to the plaintiff the sum of $172,944.87 plus interest at the legal rate and the additional indemnity provided by article 1619 of the Civil Code of Quebec, calculated from December 1, 2009 on the sum of $19,729.87, calculated from January 1, 2010 on the sum of $21,247.31, calculated from February 1, 2010 on the sum of $21,247.31, calculated from March 1, 2010 on the sum of $21,247.31, calculated from April 1, 2010 on the sum of $21,247.31, calculated from May 1, 2010 on the sum of $21,247.31, calculated from June 1, 2010 on the sum of $21,247.31, calculated from July 1, 2010 on the sum of $21,247.31, and calculated from August 1, 2010 on the sum of $4,483.83.

CONDEMNS Groupe Lorac Inc. to pay to the plaintiff the additional sum of $59,253.05 plus interest at the legal rate and the additional indemnity provided by article 1619 of the Civil Code of Quebec, calculated from August 1, 2010 on the sum of $16,763.48, calculated from September 1, 2010 on the sum of $21,247.31, and calculated from October 1, 2010 on the sum of $21,247.31.

DISMISSES the counter claim of Groupe Lorac Inc. and Louis Duchesneau;

WITH COSTS against the defendants/cross plaintiffs, including the expert costs of LBC International Inc. and Accuracy Canada Inc. in the amount of $19,272.33 (exhibits P-46 and P-47).









Mtre. Jacques S. Darche

Borden Ladner Gervais

Attorneys for Plaintiff/Cross-Defendant


Mtre. Jean Lemoine

Me Bruno Provencher Bordeleau

Ravinsky Ryan

Attorneys for Defendants/Cross-Plaintiffs


Date of hearing :

June 12, 13, 14, 15, 18, 19, 20 and 21, 2012


[1] Houle v. Banque Canadienne Nationale, [1990] 3 S.C.R. 122.

[2] Art. 1605 C.C.Q.

[3] Arts. 6, 7, 1375 C.C.Q.

[4] Exhibit D-6, Requête introductive d'instance du Groupe Lorial inc. et Louis Duchesneau, August 7, 2008, para. 49.

[5] Art. 2805 C.C.Q.

Le lecteur doit s'assurer que les décisions consultées sont finales et sans appel; la consultation du plumitif s'avère une précaution utile.

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