Uniprix inc. v. Gestion Gosselin et Bérubé inc., et al.

(Quebec) (Civil) (By Leave)




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Contract – Contract of affiliation – Renewal clause providing that only one party could terminate contract and that otherwise contract would be renewed automatically – Tests for determining whether contract validly made in perpetuity – Whether Court of Appeal erred in creating perpetual obligation with fixed term – Whether Court of Appeal erred in determining nature and term of contract of affiliation – Whether Court of Appeal erred in refusing to exercise powers granted to it by art. 1512 C.C.Q. – Whether Court of Appeal made reviewable error in interpreting evidence and facts.

The parties had been bound by a contract of affiliation since 1998. A clause in the contract provided that the contract would be renewed automatically every five years unless the respondents gave notice to the contrary. Six months before the contract term expired, the applicant sent a notice of non-renewal. The respondents, the beneficiaries of the renewal clause in the contract, refused to allow the applicant to terminate the contract in that way and brought a motion before the courts for a declaratory judgment and permanent injunction.