2020 QCCQ 8306, 2020 QCCQ 8306

6610331 Canada inc. c. Faiz Mohammad 2020 QCCQ 8306 COURT OF QUÉBEC CANADA PROVINCE OF QUÉBEC DISTRICT OF LONGUEUIL Civil Division No: 505-22-027931-189 DATE: December 9 2020 ______________________________________________________________________ BY THE HONOURABLE LUC HERVÉ THIBAUDEAU ______________________________________________________________________ 6610331 CANADA INC. Plaintiff v.

AHMAD JAMID FAIZ MOHAMMAD Defendant ______________________________________________________________________ JUDGMENT ______________________________________________________________________ I- OVERVIEW [ 1 ] 6610331 Canada Inc. ( 661 ) claims $25,524.45 from Ahmad Jamil Faiz Mohammad, representing the commission owed to Mr. Mohammad’s real estate broker following a transaction that never materialized. 611 pretends that Mr. Mohammad, without any reason, refused to pass title after accepting an offer to purchase his residence. [ 2 ] Mr.

Mohammad pleads that he never undertook to pay a commission to his broker, who told him that the buyer would pay it. He adds that he signed an incomplete brokerage agreement, with no brokerage commission and that hand written additions are made to the agreement by his broker. His consent to the agreement is vitiated. II- ISSUES [ 3 ] Under the agreement between Mr. Mohammad and his real estate broker, is Mr. Mohammad responsible to pay the brokerage commission? [ 4 ] The Court is of the opinion that 611’s claim should be granted. Here is why. III- CONTEXT [ 5 ] Mr. Mohammad is from Afghanistan.

He lives in Canada since August 2015. He does not speak French or English, but only Farsi and Dari. In December 2017, he seeks the assistance of Mr. Fraid Zada to sell his Longueuil residence. Mr. Zada is a real estate broker at Royal Lepage Triomphe ( RTL ). Mr. Mohammad knows him for approximately one year. He assisted him in the past, to locate a potential commercial transaction. Mr. Zada is also from Afghanistan and he speaks Farsi and Dari. [ 6 ] Mr. Zada testifies that on December 15, 2017 at around 10:00 am, he meets Mr.

Mohammad at his residence to discuss the sale and the terms of the brokerage agreement. He brings two copies of the agreement and explains it

section by

section to Mr. Mohammad, translating it. They agree to list the residence at a price of $559,000.00, even if Mr. Mohammad wanted a higher price of $600,000.00 which, in Mr. Zada’s opinion, is not a market price for the residence. They also agree that a 4% commission shall be paid to Mr. Zada’s firm, taken of the purchase price. Mr. Zada informs Mr. Mohammad that this commission is often shared with the purchaser’s broker. Finally, Mr. Mohammad agrees that the delay of occupancy of the purchasers will be 60 days. Mr. Zada inscribes on the two copies of the agreement the particular elements discussed with Mr.

Mohammad and has him sign them. Mr Zada gives him a copy and keeps the other one. He also goes through the seller’s declaration with Mr. Mohammad, completes it, and has him sign it. As per Mr. Zada, the meeting lasts approximately one and a half hours (90 minutes). He then lists the residence for sale. [ 7 ] Mr. Mohammad denies Mr. Zada’s version of the meeting. He testifies that Mr. Zada made him sign blank documents, with no handwritten annotations. He however confirms that he first asked Mr. Zada to sell his residence at a price of $600,000.00 and that Mr. Zada replied that this was not possible. As per Mr.

Mohammad, the sale price is lower than he expects, Mr. Zada suggests that when the residence is sold, he is to ask the purchasers to pay the brokerage commission. Mr. Mohammad also affirms that Mr. Zada never leaves him his copy of any of the documents he signs. Finally, he states that the meeting, which was at approximately 13:30 pm, only lasted a few minutes. [ 8 ] The first two offers received by Mr. Zada are for less than $500,000.00. They are refused by Mr. Mohammad.

[ 9 ] Mrs. Jane Fernandes is a real estate broker. In April 2018, two of her clients are interested in Mr. Mohammad’s residence. They visit it on April 18, 2018 and make an offer the same day, for 545,000.00 [1] . Mr. Zada informs Mr. Mohammad of the offer received and of his opinion that this is a good offer [2] . After asking Mr. Zada how much will be left for him after closing, Mr. Mohammad first replies that the amount of $545,000.00 is too low. After discussions, Mr. Mohammad asks Mr. Zada to make a final counter-offer of $555,000. This is not contested by Mr. Mohammad. [ 10 ] At that time, Mr.

Mohammad is in Brampton, Ontario. Mr. Zada arranges [3] for Mr. Mohammad to execute the counter-offer from the RTL’s Brampton branch. On April 19, 2018, Mr. Mohammad attends the branch and signs the $555,000.00 counter-offer [4] . It is accepted on April 20, 2018. The same day, Mr. Zada prepares an acknowledgement of receipt of the purchasers’ acceptance. He sends it at the Brampton branch, where it is signed by Mr.

Mohammad on April 22, 2018 [5] . [ 11 ] The accepted counter-offer states that the purchasers have 20 days to complete their due diligence and that the closing shall take place at the latest on May 31, 2018. After all conditions are met, the closing date is finally set for June 18, 2018, before the notary retained by the purchasers, Mtre Claude Cossette ( Mtre Cossette ). [ 12 ] The reasons for which the closing is delayed are unclear. Mtre Cossette testifies. He explains that when he receives the mandate to notarize the sale, he contacts Mr. Mohammad. He meets him two or three times, which is confirmed by Mr.

Mohammad. Each time, Mr. Mohammad is accompanied by a friend, who acts as an interpreter. Since Mr. Mohammad is married and his wife is in Afghanistan and will not be present at the closing, Mtre Cossette suggests to prepare a procurement in favour of Mr. Mohammad because he needs her authorization to close the sale. Mr. Mohammad answers that this cannot be done since it is impossible to reach his wife. Mtre Cossette then researches what matrimonial regime governs the union. He learns that the regime is one of separation of assets [6] . Since Mr.

Mohammad’s wife never lived in the residence, Mtre Cossette concludes that he does not need her authorization. [ 13 ] During a subsequent meeting, Mr. Mohammad informs Mtre Cossette that his wife does not agree to sell the residence since she wants to use it for the family. This situation makes Mtre Cossette doubt of whether Mr. Mohammad will attend the closing. He speaks to the purchasers, who instruct him to send a demand letter to Mr. Mohammad, insisting that he be present at the closing on June 18, 2018. Mtre Cossette prepares the letter. It is served to Mr.

Mohammad on June 15 th [7] . [ 14 ] Concurrently, Mr. Zada also has exchanges with Mr. Mohammad. Approximately two weeks after the counter-offer, Mr. Mohammad starts telling him that he does not want to sell anymore. He invokes various reasons, namely that the brokerage agreement is expired, that he has not signed any document, or that he never accepted to pay a commission. Mr. Zada warns him that if he does attend the closing, he may have legal problems. One week before closing, Mr. Zada contacts Mrs. Fernandes and tells her that Mr. Mohammad is hesitant to proceed and may not show up at closing. Mrs.

Fernandes asks her partner Mr. Anthony Fernandes to attend the closing, anticipating that there might be issues and explanations to provide. [ 15 ] On June 18 th , Mr. Mohammad attends the closing at Mtre Cossette’s office, with his friend-interpreter. The purchasers are present, with Mrs. and Mr. Fernandes. Mr. Zada is also present. Mtre Cossette shows the adjustment sheet [8] he prepared. Mr. Mohammad refuses its terms. The interpreter declares that Mr. Mohammad will not sign. Mr. Mohammad, speaking in Urdu so that the purchasers understand him, says that Mr.

Zada is dishonest, that he has never signed a brokerage agreement, never agreed to a commission, never received the contract, never signed the purchase offer and does not want to pay any commission to Mr. Zada. Mr. Fernandes, who speaks Urdu, invites Mr. Mohammad and Mr. Zada to discuss in the lobby of Mtre Cossette’s office to attempt to resolve the situation. [ 16 ] After an hour of discussions, Mr. Zada announces to everyone that Mr. Mohammad refuses to pay the brokerage commission of 4% of the purchase price, e.g. $25,524.45. Mr. Fernandes then attempts one more time to convince Mr. Mohammad to proceed.

He explains that if he refuses to conclude the sale, the purchasers will end up with no place to stay. Mr. Mohammad answers that he does not want to pay any amount to Mr. Zada but offers to pay half of the commission to Mr. Fernandes, which is his portion. Mr. Zada refuses. He does not want to be discarded from the transaction. He has done the work and feels insulted by Mr. Mohammad. Mr. Fernandes cannot accept the offer neither because under the agreement, Mr. Mohammad must pay RLT, Mr. Zada’s brokerage firm, which will, afterwards, pay 611. Mr.

Mohammad reiterates he refuses to sign. [ 17 ] The parties go back to the meeting room. Mtre Cossette reads the deed of sale [9] . The purchasers sign the adjustment sheet and the deed of sale. Mr. Mohammad still refuses to sign. Mtre Cossette has no choice but to cancel the closing and return the money he has in trust to the purchasers’ and to their financial institution. [ 18 ] On July 11, 2018, 661 obtains an assignment of the brokerage commission from RLT [10] . 611 institutes its demand on August 20, 2018. [ 19 ] On January 30, 2019, Mr. Mohammad sells his residence.

The price stated in the deed of sale is an amount of $488,000.00 [11] . IV- POSITION OF PARTIES [ 20 ] 611 argues that Mr. Mohammad is bound by the terms of the brokerage agreement and of the accepted counter-proposal. The brokerage agreement was explained in details to Mr. Mohammad. Mr. Mohammad must therefore pay the 4% commission that is agreed upon when the agreement is signed. [ 21 ] 611 also submits that Mr. Mohammad was given a formal notice to admit the origin or the integrity of the brokerage agreement and of the information it contains, as per

article 264 of the Code of civil procedure ( C.C.P. ) [12] . Since no answer is given to this notice, the origin and integrity of the document are deemed. Raising an objection, 611 argues that in virtue of

article 2863 of the Civil Code of Quebec [13] ( C.C.Q. ), Mr. Mohammad cannot contradict the terms of the brokerage agreement filed as Exhibit P 4. This objection is taken under reserve by the Court.

[ 22 ] Mr. Mohammad pleads that when he signs the brokerage agreement, there is no handwritten annotation on it and no commission is stated. Mr. Zada tells him that the purchasers will pay the commission. He never gives him a copy of the agreement after he signs. He never reads the agreement, as he trusts Mr. Zada. He argues that his consent to the agreement is vitiated by Mr. Zada’s fraud since he believes that there is no commission to pay. This is why he signs the counter-offer on April 19, 2018. [ 23 ] Mr. Mohamad adds that he is not attempting to bypass articles 264 C.C.P. and 2863 C.C.Q.

He acknowledges the origin of the brokerage agreement but is merely contesting its contents at the time he signed it. V- ANALYSIS A- THE BURDEN OF PROOF [ 24 ] To succeed, 611 must prove the facts on which its claim is based, by preponderance of proof, as per articles 2803 and 2804 C.C.Q. Without reaching certainty [14] , 611 must adduce convincing evidence [15] . The proof which renders the existence of a fact more probable than inexistent is sufficient [16] . However, a mere possibility that a fact may have happened, a hypothesis, is not enough [17] . The Court does not weigh possibilities.

Probable facts are those which bear a degree of probability of at least 50 % [18] . [ 25 ] To see 611’s claim dismissed, Mr. Mohammad must demonstrate, again by preponderant proof, that the right alleged by 611 does not exist. However, if 611 does not meet his own burden, its claim is dismissed and Mr. Mohammad does not have anything to demonstrate. [ 26 ] The Court appreciates the probative value of the testimonies [19] . If the evidence is not convincing or is contradictory to the point where the Court cannot determine the truth, the issue is decided in view of the burden of proof [20] .

The party on which lies the burden and which does not satisfy it see his or her demand dismissed. B- THE APPLICABLE LAW [ 27 ]

Article 1458 C.C.Q. states : 1458. Every person has a duty to honour his contractual undertakings. Where he fails in this duty, he is liable for any bodily, moral or material injury he causes to the other contracting party and is bound to make reparation for the injury; neither he nor the other party may in such a case avoid the rules governing contractual liability by opting for rules that would be more favourable to them. [ 28 ] Articles 1637, 1641 al. 1 and 1642 al.1 C.C.Q. also apply, since 611 exercises a right assigned to it by RLT. These provisions state: 1637.

A creditor may assign to a third person all or part of a claim or a right of action which he has against his debtor. He may not, however, make an assignment that is injurious to the rights of the debtor or that renders his obligation more onerous. 1641. An assignment may be set up against the debtor and third persons as soon as the debtor has acquiesced in it or received a copy or a pertinent extract of the act of assignment or any other evidence of the assignment which may be set up against the assignor. 1642.

A debtor may set up against the assignee any payment made to the assignor before the assignment could be set up against him, as well as any other cause of extinction of the obligation that occurred before that time. [ 29 ] Since the assignment of RTL’s alleged debt is served to Mr. Mohammad with 611’s demand, it may be set up against him. Mr. Mohammad may however assert against 611 any cause of extinction or of non-existence of his obligations towards RLT. [ 30 ] Finally, articles 6, 1375, 1401, 1385 al. (1) and 2805 C.C.Q. state: 6.

Every person is bound to exercise his civil rights in accordance with the requirements of good faith. 1375. The parties shall conduct themselves in good faith both at the time the obligation arises and at the time it is performed or extinguished. 1401. Error on the part of one party induced by fraud committed by the other party or with his knowledge vitiates consent whenever, but for that error, the party would not have contracted, or would have contracted on different terms. Fraud may result from silence or concealment. 1385.

A contract is formed by the sole exchange of consents between persons having capacity to contract, unless, in addition, the law requires a particular form to be respected as a necessary condition of its formation, or unless the parties subject the formation of the contract to a solemn form. 2805. Good faith is always presumed, unless the law expressly requires that it be proved. (underlining in bold characters added) [ 31 ] The brokerage agreement [21] provides the following :

7.1 The SELLER shall pay to the AGENCY or the BROKER, in the cases provided in 1, 2, 3 and 4 of this section, remuneration of Four percent ( 4 %) of the sale price or of the price stipulated in 4.1, in the case provided in 4 or for any transaction involving the SELLER’S share capital; 1. except if no deed of sale is signed through the buyer’s fault, where an agreement concerning the sale of the IMMOVABLE is accepted during the term of this contract, whether through the AGENCY or BROKER or not, and all conditions thereof are fulfilled, except the signing of the deed of sale; or […] 4. where the SELLER voluntarily prevents the free performance of this contract.

C- APPLICATION [ 32 ] The Court first has to decide what are the terms and conditions of the brokerage agreement between Mr. Mohammad and Mr. Zada when it is signed. If it is one under which Mr. Mohammad must pay a 4% commission, the Court also has to decide if Mr. Mohammad’s consent is vitiated by a fraud resulting from silence or concealment. [ 33 ] While 611 has the burden to demonstrate the terms of the brokerage agreement, Mr.

Mohammad has the burden to demonstrate that his consent is vitiated. [ 34 ] The Court specifies that to decide, it takes in consideration all testimonies and all documentary evidence presented at the hearing. 1. The terms of the brokerage agreement [ 35 ] The objection raised by 611 is dismissed. Mr. Mohammad is not contradicting the origin or the integrity of the brokerage agreement. Since no response is given to the formal notice, the agreement is already deemed as proven [22] . Acknowledging his signature on it, Mr.

Mohammad is attempting to demonstrate that some of its terms do not represent his agreement with Mr. Zada and that his consent is vitiated when he signs. A party does not contradict a writing when attempting to demonstrate that his consent is vitiated [23] . The evidence adduced by Mr. Mohammad must, however, convince the Court. [ 36 ] When Mr. Mohammad first discusses the sale of his residence with Mr. Zada, he wants to retain his services “on a handshake” basis, without signing a brokerage agreement. Mr. Zada does not agree. He is right. This is not how it works.

Article 24 of the Real estate brokerage Act [24] stipulates that the contract must be in writing. Mr. Zada does not want to bypass the law. This adds to the credibility of his testimony. [ 37 ] Approximately three months later, Mr. Muhammad finally agrees to sign a brokerage agreement. Mr. Mohammad’s insistence to proceed “on a handshake” basis is not justified. Mr. Mohammad knows Mr. Zada. He knows or should know that it takes an agreement to retain his services. The Court does not understand why, if Mr.

Zada does not leave him a copy of the agreement after the December 15, 2017 meeting, he never insists to obtain one before an offer is submitted or before leaving for Brampton. If Mr. Zada insists to have a signed agreement, Mr. Mohammad’s normal reaction, for a businessman, is to ask for his copy. The Court retains Mr. Zada’s testimony to the effect that he gave a copy of the brokerage agreement to Mr. Zada before he left. [ 38 ] Mr. Mohammad pretends that Mr. Zada gives him blank documents to sign, to which he makes additions after. The Court cannot conceive that such was the case.

First because the agreement is already deemed, as stated hereinabove. Secondly because the declaration of the seller [25] contains too much information concerning the residence and the leases of the tenants for such an assertion to be credible. Mr. Zada cannot be aware of this information. Mr. Mohammad never pretended that the information stated on the seller’s declaration is inaccurate or added after his signature. His pretention that Mr. Zada gave him blank documents does not resist the analysis. [ 39 ] Mr. Mohammad cannot pretend that there is no brokerage agreement with Mr. Zada.

He gave him a key of the residence to facilitate visits by potential purchasers. He admits that he signed the counter-offer and the acknowledgement of acceptance [26] . [ 40 ] For all these reasons, the Court retains Mr. Zada’s version of the December 15, 2017 meeting. As it will be noted hereunder, Mr. Mohammad’s testimony, unfortunately, contains too many contradictions for his version to be credible. [ 41 ] The agreement filed by 611 [27] states all the elements mentioned by Mr. Zada. The Court concludes that this is the document that is signed by Mr. Mohammad and remitted to him on December 15, 2017. 2.

Is Mr. Mohammad’s consent vitiated? [ 42 ] Mr. Mohammad has the burden to convince the Court that Mr. Zada commits civil fraud vitiating his consent. [ 43 ] More precisely, Mr. Mohammad must demonstrate by preponderant evidence that Mr. Zada wilfully conceals the 4% commission [28] . In other words, Mr. Zada’s bad faith has to be demonstrated [29] . It is his burden. [ 44 ] Mr. Zada’s good faith is presumed [30] . It is Mr. Mohammad’s burden to rebut this presumption. [ 45 ] During his counter-deposition, Mr. Mohammad states that he spoke with his wife about the sale of the residence.

She agreed to the sale, but did not agree to sell it under Mr. Zada’s conditions. The Court concludes that at that time, Mr. Mohammad is well aware of the conditions of the agreement. The Court also concludes that Mr. Mohammad’s wife is reachable, contrarily to what he represents to Mtre Cossette. [ 46 ] Mr. Mohammad admits during his testimony that when he has his meetings with Mtre Cossette before June 18 th , he already

wants to walk out of the transaction. This confirms that Mtre Cossette has all good reasons to believe that Mr. Mohammad may not show up on June 18 th , and to send his letter of demand [31] . [ 47 ] Mr. Mohammad states in his grounds of plea that he notices that changes are made to the brokerage agreement only once the proceedings are instituted. However, the note [32] drafted by Mtre Cossette states that he raises this issue on June 18, 2018, the day of the closing. Mtre Cossette’s testimony is direct, credible and limpid. He is a third party who does not have any interest in the parties’ dispute.

The Court does not have any reason to discard it. Mr. Mohammad confirms this testimony when he adds that the brokerage agreement is shown to him that day and that he then points out that the 4% inscription is not in the contract when he signs it. [ 48 ] Mr. Mohammad states that he agrees to sign the counter offer because he believes there is no commission to pay. He only learns on June 18, 2018, in Mtre Cossette’s office, that there is a 4% commission. This contradicts his own testimony that his wife knew about the commission. Mr. Zada’s also testifies that Mr.

Mohammad tells him, while he is in Brampton, that he does not want to sell his residence with a commission of 4%. This is not contradicted. Mr. Mohammad even adds that as he is in Brampton, he tells Mr. Zada that he will not give him a commission if the house is sold for less than $600,000.00. [ 49 ] Another reason for which the Court does not retain Mr. Mohammad’s testimony is his assertion that when he finally sells his residence in January 2019, he gives it to a friend of his family.

When being asked to clarify this declaration, he becomes evasive and blames plaintiff’s lawyer for asking him personal questions. He does not change his attitude even after his own lawyer asks him to answer the question. This affects his credibility. [ 50 ] The Court concludes that Mr. Mohammad knows about the 4% commission from day one. [ 51 ] 611 submits that Mr. Mohammad does not read the agreement that is submitted to him and does not seek to inform himself on its contents. This situation is similar than the one submitted to Mr.

Justice Simon Ruel, then sitting at the Superior Court, in the Courtiers Inter-Québec case [33] . In this case, all relevant information is stated in the brokerage agreement. Justice Ruel concludes that defendant has the duty to inform himself of the conditions of the contract [34] . This duty is even stronger when the contract is drafted in a language that the party does not understand. Acting otherwise amounts to an inexcusable error [35] . In the present case, the evidence shows that Mr. Mohammad has access to an interpreter.

He does not seek his assistance to interpret the brokerage agreement or to be present with him when he meets Mr. Zada. Wilful blindness does not trigger civil fraud. [ 52 ] As stated by Mr. Justice Michel Bédard J.C.Q. in the Re/Max Platine case [36] , the heavy burden incumbent to a party alleging a vitiated consent obliges him to prove the error of which he is a victim and the intent to defraud of his co-contracting party [37] . Such error must be proved with certainty.

Any doubt in respect thereof is resolved in favour of the validity of the contract [38] . [ 53 ] Considering the contradictory evidence related to the conclusion of the brokerage agreement, and also considering that there is no credibility or probative value in the assertion that the documents he signs on December 15, 2017, are blank, the Court concludes that Mr. Mohammad has not satisfied his burden. The facts of the present case strongly differ from those presented to Mrs.

Justice Suzanne Villeneuve J.C.Q. in the Marois case [39] , where the Court did not give credibility to the broker’s testimony. [ 54 ] The preponderant evidence leads the Court to conclude that when Mr. Mohammad agrees to sell his residence at a price of $555,000.00, he knows very well that the brokerage agreement states a 4% commission. His consent is not vitiated. VI- CONCLUSION [ 55 ] 611 submits preponderant evidence that the brokerage agreement between Mr. Mohammad and Mr. Zada states a 4% commission to be paid to the broker, and that this is the agreement between the parties. [ 56 ] Mr.

Mohammad does not demonstrate by preponderant evidence that his consent to the brokerage agreement and to the 4% commission is vitiated by Mr. Zada’s civil fraud. [ 57 ] Mr. Mohammad’s refusal to pass title is not contested. The Court concludes that by this refusal and by his refusal to pay the 4% commission to RLT, Mr.

Mohammad fails to honor his duly contracted obligations. [ 58 ] 611 has demonstrated the damages sustained by RLT, which is the loss of its commission in an amount of $25,524.45, representing the $22,000.00 commission plus applicable taxes. [ 59 ] Since RLT’s rights in the brokerage agreement are validly assigned to 611 and that the assignment may be set up against Mr.

Mohammad, 611’s demand is therefore granted. [ 60 ] The amount of $25,524.45 bears interests since August 31, 2018, date of service of 611’s demand. [ 61 ] The Court wishes to thank the attorneys for presenting this case with such a high degree of professionalism and courtesy. [ 62 ] FOR THESE MOTIVES, THE COURT: [ 63 ] GRANTS Plaintiff 6610331 Canada Inc.’s demand; [ 64 ] CONDEMNS Defendant Ahmad Jamid Faiz Mohammad to pay $25,524.45 to Plaintiff 6610331 Canada Inc., bearing interests since August 31, 2018, date of service of the claim. [ 65 ] THE WHOLE WITH COSTS OF JUSTICE

__________________________________ LUC HERVÉ THIBAUDEAU, J.C.Q. Mtre Alexandru MihuAttorney for Plaintiff 6610331 Canada Inc. Mtre Nawal BenrouayeneAttorney for Defendant Ahmad Jamil Faiz Mohammad Dates of hearing: March 12 and November 19, 2020 [22] Conseil québécois sur le tabac et la santé c. JTI-MacDonald Corp., 2012 QCCS 1870, par. 22 c). [28] Beauséjour c. St-Jean, 2017 QCCS 541, par. 35; Royal Bank of Canada v. 6867715 Canada inc., 2016 QCCS 5116, par. 38 Girardc. Développement du lac Hamelin inc., 2008 QCCS 3440, par. 112 ; Champoux Sampson c.

Turpin, 2012 QCCQ 10362, par. 20. [29] Didier LLUELLES et Benoît MOORE, Droit des obligations, 2e éd., Montréal, Éditions Thémis, 2012, p. 308, par. 617, p. 300, par.601. [37] Re/Max Platine inc. c. Décarie, 2015 QCCQ 16372, par. 32-34. [38] S.B. Mclaughlin Associates (Quebec) Ltd. c Mildred Investments Inc., , par. 1-2 (QC CA); Concupisco inc. c.Société en commandite 407 McGill, 2015 QCCS 2961, par. 26-27 ; Pierre-Gabriel JOBIN et Nathalie VÉZINA, dir. Jean-Louis BAUDOIN, Les obligations, 7e éd., Yvon Blais, 2013, pp. 334-335, par. 219.