2017 QCCQ 11507, 2017 QCCQ 11507

9195-8223 Québec inc. c. 162568 Canada inc. 2017 QCCQ 11507 COURT OF QUEBEC (Civil Division) CANADA PROVINCE OF QUEBEC DISTRICT OF MONTREAL No: 500-22-221170-155 DATE: September 26, 2017 ______________________________________________________________________ BY THE HONOURABLE ENRICO FORLINI, J.C.Q. ______________________________________________________________________ 9195-8223 QUÉBEC INC. Plaintiff v. 162568 CANADA INC.

Defendant ______________________________________________________________________ JUDGMENT ______________________________________________________________________ [ 1 ] Freedom of contract is a fundamental principle of Québec civil law. [1] As the Supreme Court of Canada recently stated, “this contractual freedom allows the parties to a contract to structure their relationship as they see fit within the limits imposed by legislation and the requirements of public order.” [2] [ 2 ] That said, freedom of contract is not absolute.

This case affords this Court the opportunity to address these limits in the context of a deed of loan and hypothec and its interplay with the Interest Act (R.S.C. 1985, c. I-15). [ 3 ] Plaintiff 9195-8223 Québec Inc. (9195) claims restitution of $56,888.71 from defendant 162568 Canada Inc. (162568) on the grounds that this amount represents an interest payment paid under protest and which was never due since the clause of the Deed of Loan and Hypothec [3] under which this interest payment was calculated offends

section 8 of the Interest Act . [ 4 ] 162568 denies 9195’s claim and argues that pursuant to the principle of freedom of contract, the language of the Deed of Loan and Hypothec is consistent with

section 8 of the Interest Act . [ 5 ] That said,162568 admits that if this Court finds that clause 5 of the Deed of Loan and Hypothec offends

section 8 of the Interest Act , then the interest wrongly paid by 9195 amounts to $56,888.71. Question in Issue [ 6 ] Does clause 5 of the Deed of Loan and Hypothec offend

section 8 of the Interest Act ? Objections to Evidence [ 7 ] Before analyzing the substantive issue, the Court will decide the objections to evidence raised during the trial and which were taken under advisement. [ 8 ] Two objections were raised by counsel for 162568 during the testimony of the only witness heard during the Plaintiff’s evidence, Jean-François Poulin. The first objection pertains to a meeting between Mr. Poulin and Mr. Wildstein which took place sometime in October 2012 (“October 2012 Meeting”) and the rate of interest applicable after October 30, 2012.

The second objection pertains to testimony offered by Mr. Poulin in regards to the execution of the Deed of Loan and Hypothec before Notary Henri Lemyre (“Execution of the Deed of Loan and Hypothec”) and whether the notary mentioned the 18% rate of interest at the expiry of the one year term. October 2012 Meeting: Oral Evidence of the Rate of Interest Applicable after October 30, 2012 [ 9 ] Jean-François Poulin testifies that he and his father met with Mr. Wildstein sometime in October 2012 to seek an agreement for the loan renewal. Counsel for 162568 raised an objection in relation to testimony given by Mr.

Poulin with respect to the contents of this meeting with Mr. Wildstein, and specifically the rate of interest applicable after October 30, 2012. [ 10 ] The objection is based on two grounds. Firstly, counsel argues that Mr. Poulin is purporting to vary or contradict the terms of the Deed of Loan and Hypothec by way of testimony, which is prohibited by

article 2863 of the Civil Code of Québec (C.C.Q.). Secondly, counsel for 162568 argues that this testimony contradicts the allegations made in paragraph 5 of the Demande introductive d’instance ré-ré-amendée . [ 11 ] Counsel for 9195 argues that the purpose of this testimony is not to contradict the terms of the Deed of Loan and Hypothec (P-

2). [ 12 ] The objection is well founded for the following reasons. [ 13 ] Articles 2818 and 2819 C.C.Q. create a bar to the testimony given by Mr. Poulin with respect to an alleged new rate of interest which would have been applicable after the expiry of the term of the Loan. Such testimony is also illegal considering

article 2863 C.C.Q. As Claude Marseille writes in Les objections à la preuve en droit civil : La prohibition de l’

article 2863 C.c.Q. s’applique également à l’acte notarié constatant un acte juridique, soit un acte authentique privé….Normalement, dans le cas de l’acte authentique privé, l’inscription de faux est nécessaire pour établir la fausseté matérielle et intellectuelle de l’écrit ou contredire les énonciations des faits que l’officier public avait mission de constater.

Toutefois, même lorsque l’inscription de faux n’est pas requise, une preuve par témoignage ne devrait pas être admise pour contredire ou modifier les termes d’un acte authentique. [4] Execution of the Deed of Loan and Hypothec: Whether the Notary Mentioned the 18% Rate of Interest at the Expiry of the One Year Term [ 14 ] According to Mr. Poulin, Mtre Lemyre, the notary before whom the Deed of Loan and Hypothec was signed, never discussed the fact that the loan bore interest at the rate of 18 % at the expiry of the 1 year term.

Counsel for 162568 raised an objection to this testimony. [ 15 ] The objection is well founded for the following reason. [ 16 ] The Deed of Loan and Hypothec states “ AND AFTER DUE READING the parties and the intervenants have signed with and in the presence of the undersigned notary.” [5] [ 17 ] Professor Ducharme writes in Précis de la prevue in regards to such a statement contained in a notarial deed :

i) La lecture de l’acte notarié 225. En vertu de l’article 51 L.N. (anciennement, art. 42), l’acte notarié doit être lu à haute voix à chacune des parties par le notaire ou par un tiers. Toutefois, cet

article prévoit que cette lecture n’est pas nécessaire à l’égard des parties qui ont elles - mêmes lu l’acte ou lorsque les parties ont déclaré au notaire en avoir pris connaissance et en ont exempté ce dernier, sujet, toutefois, dans ce dernier cas, à ce que la mention de ces déclarations et de cette exemption soient faites dans l’acte avant les signatures. Il va de soi que ces dispositions ne s’appliquent pas au testament notarié. 226.

Lorsque l’acte mentionne que les parties ont signé «lecture faite», il y a présomption simple qu’il a été lu conformément aux dispositions de la loi (art. 51, al. 2 L.N., anciennement, art. 44, par. 3). Pour combattre cette présomption, le recours à une inscription de faux s’impose. On ne pourrait prouver le contraire sans s’inscrire en faux . [6] (Underlining added; references omitted) [ 18 ]

Article 2693 C.C.Q. requires that a hypothec must be created by a notarial act. The Deed of Loan and Hypothec is a notarial act signed before Notary Henri Lemyre. It is considered an authentic act. [7] [ 19 ] The Deed of Loan and Hypothec states that it was signed by the parties after due reading. Given the presumption found at

section 51 of the Notaries Act , CQLR, c. N-3, and since 9195 has not instituted improbation proceedings with respect to this authentic act, Mr. Poulin’s testimony which purports to establish that the notary never discussed the fact that the loan bore interest at the rate of 18 % at the expiry of the 1 year term is not admissible.

Context [ 20 ] In September 2008, 9195 purchases an immovable property bearing civic numbers 1465 to 1495, Saint-Jean-Baptiste Boulevard, Montréal and 1470, 12 th avenue, Montréal, (hereinafter “Property”). [ 21 ] In October 2011, according to Jean-François Poulin, 9195’s secretary-treasurer, and the only witness heard on behalf of Plaintiff at the trial, 9195 needs to refinance the Property. He and his father, Paul Poulin, approach Leon Wildstein, 162568’s president, to try to obtain a loan. Paul Poulin had entered into previous loan agreements with Mr.

Wildstein, or a company controlled by him, and for an unrelated property. [ 22 ] On October 28, 2011, 162568 and 9195 enter into a loan agreement secured by a hypothec on the Property (hereinafter “Deed of Loan and Hypothec” or “Loan”). [8] [ 23 ] According to the Deed of Loan and Hypothec, 162568 agrees to lend $300,000 to 9195 for a term of 1 year, the Loan being repayable October 30, 2012. [9] [ 24 ] Clause 5 of the Deed of Loan and Hypothec is the focus of this trial.

It states that the Loan shall bear interest at 7% per annum, but also provides for the escalation of this rate of interest rate to 18% per annum “After the end of the term…” (the second sentence of clause 5 of the Loan Hypothec will be referred to as the “Interest Escalation Provision”). Clause 5 in its entirety reads as follows: 5. INTEREST The loan shall bear interest at the rate of SEVEN PERCENT (7%) per annum until the end of the term. After the end of the term the interest rate becomes EIGHTEEN PERCENT ( 18% ) per annum.

Interest shall be paid monthly, and the borrower will give twelve post- dated cheques to lender. (Italics added)

[ 25 ] The funds lent by 162568 are disbursed shortly after October 28, 2011. Thereafter, 9195 makes the monthly interest payments in the amount of $1,750 as per the terms of the Loan, calculated at the rate of 7% per annum. Jean-François Poulin delivers each month the cheques in payment of the interest to Mr. Wildstein’s office. [10] Period after October 2012 [ 26 ] At the expiry of the term of the Loan on October 30, 2012, 9195 is unable to repay the principal. Mr. Wildstein testifies that during this time period, 9195 asks him to “wait a little bit longer” considering that a sale of the Property is imminent.

Mr. Wildstein goes along. [11] [ 27 ] For the period commencing at the expiry of the term of the Loan and until it defaults in April 2014, 9195 continues making monthly interest payments of $1750 (which corresponds to the interest calculated at a rate of 7% per annum), despite the terms of the Interest Escalation Provision. 162568 cashes each of the monthly cheques. [12] There is no evidence that it ever protested or informed 9195 that these payments were insufficient. [ 28 ] In October 2013, Mr. Poulin again approaches Mr. Wildstein and asks him to wait because the sale of the Property is imminent. Mr.

Wildstein does not wish to take the Property into payment, so he goes along and agrees to wait. [13] [ 29 ] 9195 is unable to make the interest payment due in April 2014 and thereafter stops making any further interest payments due under the Loan. Since 9195 has not made its April 2014 interest payment, Mr.

Wildstein reviews the Hypothec and Loan Agreement and by coincidence realizes that 9195 has not been paying the interest due on the Loan as per the rate of 18% stipulated in the Interest Escalation Provision, but rather, at a rate of 7% per annum. [ 30 ] Hence, on April 28, 2014, and having discovered his oversight with respect to the amount of monthly interest due under the Loan, Mr. Wildstein writes to Jean-François Poulin to request payment of the interest arrears.

He includes with his email a statement which shows interest owed at a rate of 18% per annum for each month from December 2012 to April 2014 (“April 2014 Statement”). In addition Mr. Wildstein writes that “Après [le 30 avril 2014], l’intérêt sera facturé 18% par an sur le défaut de paiement”. [14] [ 31 ] According to Mr.

Wildstein, the April 2014 Statement reflects the “real amount [9195] was supposed to pay after the expiry of the loan” and interest is calculated from the date of the default. [15] [ 32 ] In September 2014, 9195 sells the Property. [16] From the proceeds of sale, $368,266.80 is remitted by the notary to 162568 in repayment of the Loan, which amount includes $56,888.71 in interest calculated according to the Interest Escalation Provision. [17] Mr.

Wildstein knows that the payment of $56,888.71 is made under protest by 9195. [18] Analysis and Decision [ 33 ] 9195’s action is an action for restitution of a payment which it made under protest because it claims it was never due. It argues that it never had the legal obligation to pay interest calculated according to the Interest Escalation Provision as the increase in the rate of interest stipulated in clause 5 of the Deed of Loan and Hypothec offends

section 8 of the Interest Act . It only paid the $56,888.71 under protest so as not to jeopardize the sale of the Property. [ 34 ] 162568 argues that the payment was due by 9195 since the Interest Escalation Provision of clause 5 does not offend the Interest Act . It asserts that the principle of freedom of contract must prevail. [ 35 ] 9195’s claim is governed by articles 1491 and 1492 C.C.Q. which provide as follows: 1491. Le paiement fait par erreur, ou simplement pour éviter un préjudice à celui qui le fait en protestant qu’il ne doit rien, oblige celui qui l’a reçu à le restituer.

Toutefois, il n’y a pas lieu à la restitution lorsque, par suite du paiement, celui qui a reçu de bonne foi a désormais une créance prescrite, a détruit son

titre ou s’est privé d’une sûreté, sauf le recours de celui qui a payé contre le véritable débiteur. 1492. La restitution de ce qui a été payé indûment se fait suivant les règles de la restitution des prestations. 1491. A payment made in error, or merely to avoid injury to the person making it while protesting that he owes nothing, obliges the person who receives it to make restitution.

However, a person who receives the payment in good faith is not obliged to make restitution where, in consequence of the payment, the person’s claim is prescribed or the person has destroyed his title or relinquished a security, saving the remedy of the person having made the payment against the true debtor. 1492. Restitution of payments not due is made according to the rules for the restitution of prestations. [ 36 ] To succeed on a claim for restitution of a payment not due, a claimant must satisfy the following three conditions: 1. A payment was made; 2. The payment was for a debt that was not due; 3.

The payment was made by error or to avoid injury to the person making it while protesting that he owed nothing. [19]

[37] The parties have admitted that 9195 made a payment of $368,266.80 following the sale of the Property, which included aninterest payment of $56,888.71 calculated according to the Interest Escalation Provision. Indeed, the parties have further admitted thatshould the Court agree with 9195’s arguments and hold that the Interest Escalation Provision of clause 5 of the Loan offends

section 8 ofthe Interest Act, 162568 must restitute $56,888.71 to 9195. [38] Considering this admission, condition number 1 is fulfilled. [39] Likewise, the evidence also reveals that the payment was made by 9195 under protest and to avoid injury, i.e., the loss of thesale of the Property.[20] Condition number 3 is also fulfilled. [40] Hence, the only issue that this Court must adjudicate is whether 9195’s interest payment of $56,888.71 was effectively not due. To resolve this question, this Court must determine whether the Interest Escalation Provision of clause 5 of the Loan offends

section 8 ofthe Interest Act. [41] In Krayzel Corp. v. Equitable Trust Co.[21], the Supreme Court of Canada recently commented as follows with respect to thepurpose of

section 8 of the Interest Act : [19] This oscillating English caselaw seems a frail basis for finding that the equitable rule identified by the parties subsisted in Canadianlaw at the time of s. 8’s original enactment. Nor does s. 8’s legislative history or the jurisprudence clarify whether it applies to bothpenalties and discounts. As Professor M. A. Waldron has observed, “[l]ike many sections of the Interest Act, the primary purposeof

section 8 is somewhat obscure”: The Law of Interest in Canada (1992), at p. 86. In Reliant Capital (at para. 48), Finch C.J.B.C.examined the parliamentary debates leading to s. 8 ’s enactment in 1880, and observed that its origins arose from a concern that farmerswere at that time becoming “trapped” by loans carrying fines for arrears that were unknown or unclear. [20] This led Finch C.J.B.C. to state the purpose of s. 8 in these terms: Parliament has singled out mortgages on real estate for special treatment, or at least treatment that differs from loans that are not securedon real property.

I infer that at least one legislative purpose was to protect the owners of real estate from interest or other charges thatwould make it impossible for owners to redeem, or to protect their equity. If an owner were already in default of payment under theinterest rate charged on monies not in arrears, a still higher rate, or greater charge on the arrears would render foreclosure all butinevitable. (Reliant Capital, at para. 53) [21] I agree with Finch C.J.B.C. that the purpose of s. 8 is to protect landowners from charges “that would make it impossible for [them]to redeem, or to protect their equity”.

This understanding of s. 8’s purpose also conforms to the recent jurisprudence: P.A.R.C.E.L. Inc. v.Acquaviva, 2015 ONCA 331, 126 O.R. (3d) 108, at para. 51. [42] In P.A.R.C.E.L. Inc. v. Acquaviva[22], the Ontario Court of Appel set out a four step test to determine whether a charge in amortgage is prohibited by

section 8 of the Interest Act : [53] Given the protective purpose of s. 8 of the Interest Act, in what circumstances is the

section triggered? There are severalprerequisites to the application of s. 8 of the Interest Act. First, as this court explained in Mastercraft Properties Ltd. v. EL EFInvestments Inc. (1993), (ON CA), 14 O.R. (3d) 519, 64 O.A.C. 308, at pp. 521 – 22, s. 8 requires a finding that thecovenant in question imposes a “fine”, “penalty” or “rate of interest”. If it does not, then s. 8 is not engaged. [54] Second, the “fine”, “penalty” or “rate of interest” must relate to “any arrears of principal or interest secured by mortgage on realproperty” (emphasis added).

The arrears may arise on default occurring before or after maturity of the relevant debtinstrument: Beauchamp v. Timberland Investments Ltd. (1983), (ON CA), 44 O.R. (2d) 512, 1 O.A.C. 73 (C.A.), at p.516. [55] Third, assuming that the covenant stipulates for a “fine”, “penalty” or “rate of interest”, the covenant must also have theprohibited effect of “increasing the charge on the arrears beyond the rate of interest payable on principal money not in arrears”.

In otherwords, the covenant “must both stipulate for a ‘fine’, ‘penalty’ or ‘rate of interest’ and have the prohibited effect”: Mastercraft, at p. 522. [56] Finally, the arrears of principal or interest must be “secured by mortgage on real property”. [43] The inquiry that must be conducted by a court in determining whether a contractual provision offends

section 8 of the InterestAct is to evaluate the effect of the impugned contractual term, i.e., the Interest Escalation Provision in the present case. What is importantis how the impugned term operates, and the consequences it produces, irrespective of the labels used. As the Supreme Court of Canadarecently stated in Krayzel, “if its effect is to impose a higher rate on arrears than on money not in arrears, then

section 8 is offended“.[23] [44] In Krayzel, the Supreme Court of Canada dealt with whether a discount offered to a borrower under a mortgage loan offendedsection 8 of the Interest Act. The Court held that

section 8 of the Interest Act applies to both discounts (incentives for performance) aswell as penalties for non-performance whenever their effect is to increase the charge on the arrears beyond the rate of interest payable onprincipal money not in arrears.[24] [45] Likewise, the Supreme Court also held in Krayzel that a legitimate commercial purpose does not shield a lender from runningafoul of

section 8 of the Interest Act.[25] [46] Canadian courts have struck down fines, penalties or rates of interest stipulated in mortgage agreements or deeds of hypothecson immovables on the grounds these violate

section 8 of the Interest Act on a number of occasions. The case below illustrate how thisprovision is interpreted and applied.

[ 47 ] For example, in Raintree Financial Ltd v. Bell [26] , the mortgage lender (Raintree) lent $260,000 in March 1989, with the principal amount and the interest repayable on October 1, 1989. The borrower did not repay the loan on the due date.

Raintree filed suit claiming interest at 24 % on the arrears based on the following interest clause, which is familiar to clause 5 of the Deed of Loan and Hypothec: " PROVIDED this Mortgage to be void on payment of the principal sum TWO HUNDRED, SIXTY THOUSAND (260,000.00) DOLLARS of LAWFUL MONEY OF CANADA with INTEREST, BOTH BEFORE AND AFTER MATURITY, DEFAULT AND JUDGMENT, AS FOLLOWS : THE INTEREST RATE/S SHALL BE: EIGHTEEN (18.00%) per cent, per annum, calculated monthly, UNTIL September 24 1989 WHEREUPON the INTEREST RATE SHALL THEN INCREASE TO TWENTY-FOUR (24.00%) per cent, per annum, calculated monthly, both before and after maturity, until repayment in full of this loan, or in the case of default or judgment." [ 48 ] The Supreme Court of B.C. held that this interest clause was not enforceable as it violated

section 8 of the Interest Act . [ 49 ] In P.A.R.C.E.L. Inc. v. Acquaviva , the Ontario Court of Appeal was tasked with determining with whether the following clause in a promissory note was contrary to

section 8 of the Interest Act : The Principal Amount outstanding at any time, and from time to time, when not in default, shall bear interest at 0.75% per annum. In the event of default mentioned herein by the Borrowers, [sic] then the interest rate applicable shall be calculated at the rate of 10% per annum after demand, default and pre and post judgment . [Italics in original] [ 50 ] The Ontario Court of Appeal held that the second sentence of this clause offended

section 8 of the Interest Act for the following reasons: [57] In this case, there is no dispute that the first three prerequisites for the application of s. 8 of the Interest Act are satisfied. The [second sentence of the clause] concerns a “rate of interest” relating to arrears of principal or interest under the Note arising on default, before and after the date of maturity (August 15, 2017). It is also apparent that the [second sentence of the clause] is intended to extract a higher rate of interest in the event of default under the Note.

It therefore has the prohibited effect of “increasing the charge on the arrears beyond the rate of interest payable on principal money not in arrears”. [27] [ 51 ] In Bitzanis c. Fortin [28] , the Québec Court of Appeal also struck down an interest provision in a mortgage agreement which read as follows, on the grounds that it violated

section 8 of the Interest Act : 6. INTÉRÊTS PAYABLES PAR VERSEMENTS EN INTÉRÊTS SEULEMENT : Jusqu'au complet remboursement, la somme prêtée ou tout résidu impayé portera intérêt au taux de DOUZE pour cent (12.0%) l'an, calculé semestriellement et non à l'avance. L'intérêt sera de VINGT- CINQ pour cent (25.0%) l'an après l'échéance du présent prêt, sur tout solde non remboursé ou qui n'est pas payé à temps. 7.

INTÉRÊTS SUR INTÉRÊTS Tout intérêt impayé à son échéance portera intérêt au taux ci-dessus stipulé, mais demeurera exigible en tout temps, sans nécessité d'avis de mise en demeure. [ 52 ] In the present case, clauses 5 and 6 of the Deed of Loan and Hypothec read as follows: 5. INTEREST The loan shall bear interest at the rate of SEVEN PERCENT (7%) per annum until the end of the term. After the end of the term the interest rate becomes EIGHTEEN PERCENT ( 18% ) per annum. Interest shall be paid monthly, and the borrower will give twelve post- dated cheques to lender. 6.

INTEREST ON INTEREST All overdue interest shall bear interest at the rate stipulated hereinabove, but shall remain exigible at all times, without the necessity of any notice or putting in default. [ 53 ] After October 30, 2012, the Interest Escalation Provision, read in light of clauses 4 and 6 of the Loan, triggers an increase in the rate of interest from 7% to 18% per annum. [ 54 ] Based on the Supreme Court of Canada precedent in Krayzel and the caselaw cited above, this Court finds that this increase offends

section 8 of the Interest Act . [ 55 ] The four conditions of the P.A.R.C.E.L test are met. The Interest Escalation Provision imposes a “rate of interest” and this rate of interest relates to arrears of principal or interest. Moreover, the higher rate of interest has the effect of “increasing the charge on the arrears beyond the rate of interest payable on principal money not in arrears.” As to the fourth condition, there is no question that the arrears of interest and the principal are secured by hypothec. [29] [ 56 ] Both the purpose and the language of

section 8 of the Interest Act are offended by the Interest Escalation Provision. As the Québec Court of Appeal held in 164618 Canada Inc. v. Compagnie Montréal Trust [30] : The evident purpose of Sec. 8 of the Interest Act is to prohibit a mortgage creditor in the deed or contract from requiring the debtor to

pay any additional fine, penalty or rate of interest that would increase the burden on the debtor beyond the rate of interest he would be required to pay on the debt were he not in default. [ 57 ] In the same decision, the Québec Court of Appeal also wrote: In the event of default by the debtor, the creditor cannot under Sec. 8 , impose on the debtor any additional burden beyond the rate of interest agreed upon in the deed. [31] [ 58 ] As 162568 admitted in sending the April 2014 Statement, the higher rate of interest at 18% is triggered upon 9195’s default. [32] The effect of the Interest Escalation Provision is to impose on 9195, once it is in default, a higher rate on arrears than on money not in arrears.

As the Supreme Court of Canada held in Krayzel , this offends

section 8 of the Interest Act . [33] Conclusion [ 59 ] The Interest Escalation Provision of clause 5 of the Deed of Loan and Hypothec conflicts with

section 8 of the Interest Act and cannot be given effect. It follows that the only enforceable contractual interest rate agreed upon by the parties is 7% per annum. The payment of interest of $56,888.71 made under protest by 9195 was a payment received by 162568 that was never actually due. Therefore, applying

article 1491 C.C.Q., the Court shall order 162568 to return this amount to 9195. FOR THESE REASONS, THE COURT: [ 60 ] GRANTS in

part 9195-8223 Québec Inc.’s judicial application originating a proceeding; [ 61 ] DECLARES the Interest Escalation Provision of clause 5 of the Deed of Loan and Hypothec as unenforceable and which cannot be given effect, considering that it offends

section 8 of the Interest Act ; [ 62 ] CONDEMNS 162568 Canada Inc. to pay to 9195-8223 Québec Inc. $56,888.71 with interest at the legal rate and the additional indemnity provided by

article 1619 of the Civil Code of Québec , calculated from September 19, 2014; [ 63 ] WITH LEGAL COSTS. __________________________________ ENRICO FORLINI, J.C.Q. Mtre Olivier Lessard Mtre Marie-Claude Castro Roussin Lessard S.N. Lawyers for 9195-8223 Québec Inc. Mtre Carmine Mercadante Mercadante Di Pace Lawyer for 162568 Canada Inc. Date of hearing: February 9, 2017