2021 QCCA 1191, 2021 QCCA 1191

I. Quint Groupe inc. c. Quintcap inc. 2021 QCCA 1191 COURT OF APPEAL CANADA PROVINCE OF QUEBEC REGISTRY OF MONTREAL No: 500-09-029472-214 (500-17-093002-163, 500-11-051087-167) DATE: August 26, 2021 BEFORE THE HONOURABLE MARK SCHRAGER, J.A. No : 500-17-093002-163 I. QUINT GROUP INC. IAN QUINT GOTHAM DEVRAKER DEVELOPMENTS INC. DEVRAKER REAL ESTATE INC. 7549881 CANADA INC. APPELLANTS – INCIDENTAL RESPONDENTS/Defendants v. QUINTCAP INC. THEODORE QUINT RESPONDENTS – INCIDENTAL APPELLANTS/Plaintiffs and JOHN WAXLAX IMMOBILIER DQ INC. 8209375 CANADA INC. STORBEC MINI STORAGE INC. 9255-2504 QUÉBEC INC.

RESPONDENTS/Impleaded parties and 7335482 CANADA INC. IMPLEADED PARTY/Impleaded party ____________________________________________________________________ No: 500-11-051087-167 DEVRAKER REAL ESTATE INC. IAN QUINT APPELLANTS/Plaintiffs v. QUINTCAP INC. STORBEC MINI STORAGE INC. 8209375 CANADA INC. THEODORE QUINT SYLVIA QUINT JOHN WAXLAX 4528395 CANADA INC. 7340249 CANADA INC. IMMOBILIER DQ INC. 9255-2504 QUÉBEC INC. SAM DRAZIN RESPONDENTS/Defendants and 9308-9290 QUÉBEC INC. 11225359 CANADA INC. LOUIS DRAZIN GROUPE QUINT INC. IMPLEADED PARTIES/Impleaded parties CORRECTED JUDGMENT

[ 1 ] A clerical error appears in the first line of paragraph [7] on my judgment rendered on July 26, 2021, where the word “on” should read “or”. The judgment is corrected as follows: [7] There is thus no new element arising from the incidental appeal or the evolution of the Superior Court file to justify reconsideration of the suspension which Hogue, J.A., did not order. The undersigned is certainly not sitting in appeal of her judgment. Indeed, jurisdiction on appeal or the power of a court to revise its own judgments, absent new circumstances, must be specifically created by statute. MARK SCHRAGER, J.A.

Mtre Eric Lefebvre Mtre Charles-Antoine M. Péladeau Mtre Julie France Lacourcière NORTON ROSE FULBRIGHT CANADA For I. Quint Group Inc., Ian Quint,Gotham Devraker Developments Inc., Devraker Real Estate Inc., 7549881 Canada Inc. Mtre Alain Dussault Mtre James Duffy LAVERY, DE BILLY For Quintcap Inc., Theodore Quint Date of hearing: July 26, 2021 I. Quint Groupe inc. c. Quintcap inc. 2021 QCCA 1191 COURT OF APPEAL CANADA PROVINCE OF QUEBEC REGISTRY OF MONTREAL No: 500-09-029472-214 ( 500-17-093002-163 , 500-11-051087-167) MINUTES OF HEARING DATE: July 26, 2021 THE HONOURABLE MARK SCHRAGER, J.A.

APPELLANTS COUNSEL I. QUINT GROUPE INC. IAN QUINT GOTHAM DEVRAKER DEVELOPMENTS INC. DEVRAKER REAL ESTATE INC. 7549881 CANADA INC. Mtre ÉRIC LEFEBVRE M tre Charles-Antoine M. Péladeau M tre Julie France Lacourcière ( Norton Rose Fulbright Canada ) By videoconference RESPONDENTS COUNSEL

QUINTCAP INC. THEODORE QUINT Mtre ALAIN DUSSAULT M tre James Duffy ( Lavery, De Billy ) Present STORBEC MINI STORAGE INC. SYLVIA QUINT JOHN WAXLAX 4528395 CANADA INC. 7340249 CANADA INC. IMMOBILIER DQ INC. 9255-2504 QUEBEC INC. ABSENT AND UNREPRESENTED IMPLEADED PARTIES COUNSEL 7335482 CANADA INC. 7335482 CANADA INC. 9308-9290 QUEBEC INC. 11225359 CANADA INC. LOUIS DRAZIN GROUPE QUINT INC.

ABSENT AND UNREPRESENTED DESCRIPTION: Motion for suspension of proceedings in first instance on appeal from a judgment rendered on March 15, 2021 by the Honourable André Prévost of the Superior Court , District of Montréal (Section. 31, 49 and 377 C.C.P. ). Clerk at the hearing : Paola Garcia Rosario Courtroom: Pierre-Basile-Mignault HEARING 10 h 59 Commencement of the hearing. Identification of counsel. 11 h 00 Submissions by Mtre Lefebvre. 11 h 00 Submissions by Mtre Dussault. 11 h 26 BY THE JUDGE – Judgment see page 4. 11 h 27 Conclusion of the hearing. Paola Garcia Rosario, Clerk at the hearing

JUDGMENT [1] This is an appeal of a judgment of Prévost, J.S.C., disposing of two files regarding passing-off, unfair competition, oppression and the revocation of a gift of shares for ingratitude. [ 2 ] The case was split in first instance. In granting leave to appeal on May 7, 2021, Hogue, J.A., ordered that the case proceed in first instance so as to be ready for trial on the quantification issues, should Appellants not succeed in appeal. Her view of the matter was that Respondents had the right to move forward with the claim that they instituted in 2016.

She did however suspend certain injunctive conclusions regarding the passing-off aspect and the use of corporate Appellant’s name. [ 3 ] On May 14, 2021, after the judgment of Hogue, J.A., Respondents filed an incidental appeal seeking to set aside the conclusions in paragraphs 383, 385 and 388 of the judgment of first instance which provide for an expert evaluation of the increase in the value of the shares during the period reckoned from the time they were transferred to Appellants until the departure of personal Appellant from the employ of corporate Respondent.

Incidental Appellants take the position that the shares should be returned – i.e. that Appellants should not retain the increase in value after the time of the donation as the judge of the Superior Court decided. Appellants argue that they should not be obliged to return the shares at all. [ 4 ] Appellants seek my order to suspend the case below on the grounds of proportionality since the opinions of the experts may become moot depending on the eventual judgment of the Court and thus, the expense unjustified.

Experts’ opinions are required to quantify the increase in value of the shares and the profits associated with the passing-off. Regarding the shares, if either Appellants or Respondents are correct, the expertise would not be required. However, the Court could dismiss both the principal and incidental appeals on that issue so that the judgment of first instance is maintained – i.e. proof of the increase in the value of the shares is necessary for the quantification phase of the trial. Regarding the passing-off, nothing has changed since the judgment of Hogue, J.A.

As well, the expense of expertise would normally form part of the legal costs assumed by the unsuccessful party so that any prejudice stemming from the initial outlay of fees is reparable on final judgment. [ 5 ] Appellants argue that the filing of the incidental appeal after the Hogue, J.A., judgment is a new circumstance opening the door to a reconsideration of the suspension that Hogue, J.A., did not order. Appellants are incorrect.

The question of quantification of the increase in share value after the time of the donation was potentially and equally theoretical before the filing of the incidental appeal. [ 6 ] Also, Appellants view the evolution of the Superior Court file and specifically the current discovery process necessitating considerable work and expense as further new circumstances.

However, this is what Hogue, J.A., authorized; it is not new but rather was clearly foreseeable. [ 7 ] There is thus no new element arising from the incidental appeal on the evolution of the Superior Court file to justify reconsideration of the suspension which Hogue, J.A., did not order. The undersigned is certainly not sitting in appeal of her judgment.

Indeed, jurisdiction on appeal or the power of a court to revise its own judgments, absent new circumstances, must be specifically created by statute. [1] FOR THESE REASONS, THE UNDERSIGNED: [ 8 ] DISMISSES the motion of Appellants to suspend the proceedings in first instance (requête en suspension de l’instance), with legal costs. MARK SCHRAGER, J.A.