2018 QCCQ 1349, 2018 QCCQ 1349

Ardmore Exhibits c. Karl Winters Company Inc. 2018 QCCQ 1349 COURT OF QUEBEC « Small Claims Division » CANADA PROVINCE OF QUEBEC DISTRICT OF MONTREAL « Civil Division » N°: 500-32-154147-161 DATE: March 8, 2018 ______________________________________________________________________ PRESIDED BY THE HONOURABLE SYLVIE LACHAPELLE, J.C.Q. ______________________________________________________________________ ARDMORE EXHIBITS Plaintiff v. KARL WINTERS COMPANY INC.

Defendant ______________________________________________________________________ JUDGMENT ______________________________________________________________________ [ 1 ] Plaintiff alleges that he has rendered services to Defendant for the amount of $3,094,35 ($1,582 + $203.40 + $1,308.95) as appears from three invoices P-1, P-1A and P-2. [ 2 ] As the Defendant only paid $1,582 Plaintiff claims the balance of $1,514.35 still owed by Defendant. [ 3 ] Defendant contests that claim on the ground that Plaintiff did not quote the price of the services and had he had receive a quotation he would not have accepted those services.

QUESTIONS IN LITIGATION 1. Was Defendant informed of the conditions of the contract and did he consent to the contract? 2. Does Defendant owed the amount of $1,514.35 to Plaintiff?

THE FACTS [ 4 ] In the course of July 2014, Defendant met with Plaintiff and discussed about the possibility that the latter prepares a show booth for Defendant for exhibition to be hold on August 8, 2014 in Toronto. [ 5 ] In the course of that discussion Plaintiff confirmed he would do the « montage » and « démontage », provide the floor covering and the lighting for an amount of $1,582 as quoted in Exhibit P-1, which was paid by Defendant. [ 6 ] The parties also spoke about a budget for signs and Plaintiff suggested two signs for approximately $250. [ 7 ] Also Plaintiff told Defendant that it would be nice to put a very large sign with the design of Defendant’s brand on it which according to Plaintiff was an idea that pleased Defendant. [ 8 ] Defendant transmitted to Plaintiff a piece of artwork and the latter proceeded to do graphic panels. [ 9 ] According to Plaintiff these graphic panels were in addition to the two simple signs put on both side of the booth and he would have told Defendant that the final price would depend on the artwork as it is written on invoice #13009, Exhibit P-1A dated July 23 rd , 2014. [ 10 ] Also Plaintiff offered the opportunity to ship with it’s company and although they knew Defendant was selling candles, as they had no idea of the volume they inform the latter that the shipment price would depend of the quantity and weight of the shipping. [ 11 ] Thus, this information is also written on the invoice (Exhibit P-1A) and actually there is no price in the margin for the graphics and the shipment. [ 12 ] The only amount referred to on that invoice P-1A is the cost Plaintiff incurred to buy electrical outlet ordered by the technician working at the show to the amount $203.40 which had not being reimbursed to Plaintiff by Defendant. [ 13 ] On September 15, 2014 after the show, having all the details at hand Plaintiff prepared an invoice for the preparation of the

graphics and the shipment. [ 14 ] Plaintiff billed for the two vinyl signs ($125.94 + $185.45 = $311.39) and for the larger graphic print ($361.97) whereas the cost for the transport is set at $485 for a total of $1,308.95 including taxes (Exhibit P-2). [ 15 ] Thus Plaintiff claims a total amount of $1,514.35 (invoice P-1A and P-2). [ 16 ] Defendant did not pay these last two invoices because according to him it is usual practice before selecting a vendor’s proposal that the vendor’s upfront price proposal or quotation that are reviewed before approval. [ 17 ] Thus Defendant precises that he only approved to proceed with the graphics at a budget of $250 and that Defendant would not have approved this shipping charges of $485 if there was transparency with upfront pricing. [ 18 ] Defendant testified that he expected Plaintiff to provide the quotation ˮso to decide whether or not we wanted to use themˮ.

JUDGMENT [ 19 ] The Defendant may usually obtain a detailed quotation before select a vendor but in that particular case he did not do so. [ 20 ] The proof reveals that Defendant asked Plaintiff whether it could prepare a booth for an exhibition in Toronto that was scheduled in a few days. [ 21 ] Plaintiff accepted and in the course of that discussion Plaintiff offered to improve the booth in installing a larger graphic in addition to two signs that were quoted approximately $250 and he also offered shipment. [ 22 ] Nothwithstanding the fact that Plaintiff informed Defendant he could not give him a precise price for these two additional options as he needed first, 1- to receive the artwork to evaluate the complexity of the execution of the graphic, 2- to count and measure the shipment, Defendant agreed and the contract was concluded on that basis. [ 23 ] Actually, Defendant provided Plaintiff with the artwork and he remitted his products to Plaintiff for shipment. [ 24 ] The provisions 1385 and 1386 of the Civil Code of Québec read as follows: 1385.

A contract is formed by the sole exchange of consents between persons having capacity to contract […]. [… ] 1386.

The exchange of consents is accomplished by the express or tacit manifestation of the will of a person to accept an offer to contract made to him by another person. [ 25 ] Defendant did not succeed to prove as he argued that no contract has been concluded as he expected Plaintiff to provide a quotation so to decide whether or not he would then retain Plaintiff’s services. [ 26 ] The Court concludes that there was exchange of consent between the parties and a contract was formed when Plaintiff accepted to prepare a booth at the request of Defendant for an exhibition in Toronto. [ 27 ] Considering that the Plaintif has rendered the services agreed upon that amount to $3,094.95 and that a balance of $1,514.35 remains unpaid.

FOR THE REASONS, THE COURT: GRANTS Plaintiff’s Originating Application; CONDEMNS the Defendant to pay to Plaintiff the sum of $1514.35, with interest at a legal rate, plus the additional indemnity provided at

Article 1619 of the Civil code of Québec , as of September 21, 2016, date of the introduction of the Originating Application; WITH COSTS in the amount of $150. __________________________________ SYLVIE LACHAPELLE, j.c.Q. Date of hearing: November 14 th , 2017