Yves Brunette, in his capacity as trustee of Fiducie Maynard 2004, et al. v. Legault Joly Thiffault, s.e.n.c.r.l., et al.

(Quebec) (Civil) (By Leave)


Civil liability - Commercial law - Corporations - Shareholder’s personal interest in bringing action separate from that of corporation because of direct and immediate injury suffered in form of loss in value of shares held in corporation - Whether there is categorical rule in Quebec civil law to effect that shareholder may not sue party for loss in value of shareholder’s shares as result of breach of contract by that party in relation to corporation - Whether courts below erred in dismissing Fiducie’s action for lack of interest in absence of hearing and substantive evidence on essential elements of civil liability - Civil Code of Québec, arts. 1474, 1475, 1458, 1607 and 1613 - Code of Civil Procedure, CQLR, c. C-25 [obsolete], arts. 165 and 55.


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Between 2004 and 2008, the Melior Group, which was made up of a large number of corporations whose share capital was held in whole or in part by 9143-1304 Québec inc., developed projects to build, renovate and manage seniors’ residences. In 2009, Revenu Québec issued notices of assessment against several corporations in the Group. The issuance of the notices and the collection action that accompanied them resulted in the bankruptcy of several of those corporations and of 9143-1304 Québec inc. The appellants, Yves Brunette and Jean M. Maynard, trustees of Fiducie Maynard 2004, the sole shareholder of 9143-1304 Québec inc., then instituted a civil liability action for the loss in the value of Fiducie’s patrimony against the respondents, Legault Joly Thiffault, s.e.n.c.r.l., LJT Fiscalité inc., LJT Corporatif inc., LJT Conseil inc., LJT Litige inc., LJT Immobilier inc., Lehoux Boivin Comptables Agréés, s.e.n.c., Marcel Chaput and Fiscaliste M.C. inc. The respondents were alleged to have committed professional misconduct in setting up the tax structure that was supposed to manage the corporations’ consumption taxes and that turned out to be non-compliant with legislation.

Lower Court Rulings

July 22, 2015
Superior Court of Quebec

2015 QCCS 3482, 500-17-065631-114
Motion to dismiss allowed Re-reamended motion to institute proceedings, with particulars, dismissed
March 8, 2017
Court of Appeal of Quebec (Montréal)

2017 QCCA 391, 500-09-025562-158
Appeal dismissed