Introduction On July 11, 2024, the Court of Appeal1 rendered a decision that, for the first time, addresses the question of whether the elected domicile appearing in the Québec Enterprise Register (the “REQ”), established under the Act respecting the legal publicity of enterprises,2 can provide a basis for the Superior Court’s territorial jurisdiction within the meaning of article 41(3) of the Code of Civil Procedure.3 Upholding the decision rendered by the Superior Court,4 the Court of Appeal answered that it cannot. The facts On April 25, 2023, Promark Electronics Inc. and Electrical Components International Inc. (collectively, “Promark”) filed a claim for damages against Bombardier Recreational Products Inc. (“BRP”) in the judicial district of Montréal, alleging that a letter of agreement had been terminated and related purchase orders cancelled. On June 22, 2023, BRP raised a declinatory exception asking the court to issue an order transferring the case to the judicial district of Bedford, where its head office is located. Promark argued that filing its claim in the judicial district of Montréal was warranted because of BRP’s elected domicile indicated in the REQ, which corresponded to the office of its counsel located in Montréal. On September 5, 2023, the Honourable Tiziana Di Donato, J.S.C. (the “Judge”) allowed BRP’s declinatory exception and issued an order referring the case to the judicial district of Bedford. On November 10, 2023, the Honourable Stephen W. Hamilton, J.C.A., granted leave to appeal the Judge’s decision, indicating that the courts have never settled the question of whether the domicile elected under section 33 ALPE is sufficient to make paragraph 3 of article 41 of the C.C.P. apply. He added that it appeared to him that the lower courts had rendered contradictory judgments in this regard.5 The trial judgement The Judge began by pointing out that, generally, for a purely personal action, the judicial district of the defendant’s domicile is the natural forum (article 41(1) C.C.P.) and that, in the case of a corporation, the domicile would be that of its head office. The Judge further clarified this principle by explaining that, where more than one judicial district has jurisdiction, the plaintiff may institute its proceedings before another court having territorial jurisdiction (article 42 C.C.P.), provided that it establishes that it is entitled to make such an election. In support of its contestation to the declinatory exception, Promark argued that it was entitled to institute the proceedings in the judicial district of Montréal because BRP had elected its domicile under the ALPE, and that, consequently, that district constituted an “elected domicile” under article 41(3) C.C.P., which reads as follows: So far as public order permits, the court of the defendant’s elected domicile, or the court designated by an agreement between the parties other than a contract adhesion, also has territorial jurisdiction. [Our emphasis] To render her decision, the Judge determined that article 41(3) C.C.Q. should be interpreted using modern rules of statutory interpretation, adding in particular that it is useful to refer to prior provisions of a law to ascertain the legislature’s intent. The Judge thus revisited the legislative history of article 41 C.C.P., affirming that it essentially restates the prior law, in particular article 68 of the former Code of Civil Procedure, CQLR c. C-25, which provided in paragraph 1, subparagraph 1 that “. . . a purely personal action may be instituted: (1) [b]efore the court of the defendant’s real domicile or, in the cases contemplated by article 83 of the Civil Code, before that of his elected domicile.” Although paragraph 3 of article 41 C.C.P. no longer specifically refers to article 83 of the Civil Code of Québec (the “C.C.Q.”)6 the Judge, following an interpretive analysis, found that said article still applies to determine whether a party has elected domicile, and stressed the fact that the election of domicile must be express and unequivocal. The Judge added that election of domicile is the exception and must be interpreted restrictively.  As for the scope of an election of domicile under the ALPE, the Judge pointed out that subsection 33(1) ALPE indicates that a business may elect domicile and appoint a person to “receive documents for the purposes of this Act.” Article 98(5) ALPE also indicates that the domicile elected by a business under the ALPE is intended to inform third parties of the address where the business wishes to receive documents “for the purposes of this Act.” The Judge was thus of the opinion that sections 33(1) and 98(5) ALPE, as drafted, cannot have the scope that Promark seeks to ascribe to them, as they are clear and they do not need to be interpreted. In the case of an election of domicile under the ALPE, the purpose of the election is to provide an address where documents can be sent to the business, unless there is specific evidence to the contrary. For these reasons, the Judge allowed the declinatory exception and referred the case to the judicial district of Bedford. The judgement on appeal From the outset, the Court of Appeal confirmed that the Judge did not commit a reviewable error: (1) the domicile elected for purposes of attributing territorial jurisdiction under article 41 (3) C.C.P. is the domicile designated by the parties for the execution of their agreement within the meaning of article 83 C.C.Q., and (2) the domicile elected under the ALPE is elected for the purposes of applying the ALPE (para. 23). The Court of Appeal is of the opinion that the Judge’s decision is consistent with what the legislature had prescribed in article 68 of the former Code of Civil Procedure and upholds stability in the law, which is particularly important in matters of jurisdiction. After analyzing the parliamentary debates surrounding the enactment of article 41 C.C.P. and the Commentaires de la ministre de la justice, the Court indicated that there is a presumption of the survival of the existing legal rule and that, contrary to what the appellants claimed, the wording of article 41 C.C.P. and articles 33 and 98 ALPE do not give the courts territorial jurisdiction other than that of the defendant’s domicile. The removal of the reference to article 83 C.C.Q. in article 41 C.C.P. does not constitute a clear indication of the legislature’s intent to set aside the requirements of article 83 C.C.Q., under which, for the purposes of determining territorial jurisdiction, the parties must establish the elected domicile in their agreement. On that basis, the Court of Appeal dismissed the appeal without costs and confirmed the Judge’s reasoning that territorial jurisdiction of the courts under article 41(3) C.C.P. is established based on the election of domicile made under article 83 C.C.Q., and not on the election of domicile made by a corporation under the ALPE, whereby a business elects a domicile for the purposes of the application of that law. Conclusion This case serves as a reminder that the C.C.Q. establishes the general law in our province. It is therefore important to refer to it when interpreting other laws enacted by the Quebec legislature. Because the legislature is “deemed to know its legislative fabric as well as the existing law,”7 the Court cannot interpret a given law—such as the ALPE—in a way that would amend a substantive statutory provision of general application—in this case, the C.C.Q.—where there is no clearly expressed intention to that effect. Promark Electronics Inc. c. Bombardier Recreational Products Inc., 2024 QCCA 906 CQLR, c. P-44.1 (the “ALPE”) CQLR, c. C-25.01 (the “C.C.P.”) Promark Electronics Inc. c. Bombardier Recreational Products Inc., 2023 QCCS 3405 Promark Electronics Inc. c. Bombardier Recreational Products Inc., 2023 QCCA 1427, para. 8 83. “The parties to a juridical act may, in writing, elect domicile with a view to the execution of the act or the exercise of the rights arising from it. Election of domicile is not presumed.” Promark Electronics Inc. c. Bombardier Recreational Products Inc., 2024 QCCA 906, para. 24

Lavery celebrates International Women’s Day today   Today, Wednesday, March 8, we celebrate International Women’s Day. IWD is an opportunity to honour those who inspire us every day and who continue to demonstrate the progress we’ve made towards gender equality in the workplace, setting an example for future generations. This year, several of the firm’s women professionals shared why they decided to become lawyers. They talked about how they view women’s contributions to the evolution of the legal profession, how the profession has changed since they started and how it will continue to change. Louise Cérat Former Partner I decided to become a lawyer as the result of a simple but happy accident. From the beginning of my legal studies, I was aware of how lucky I was. I’ve sincerely enjoyed practicing law and have always felt privileged to be part of this community and the firm, which is the only place I’ve ever practiced, a place I am deeply attached to. When I first started out, the situation in the 80’s could have, in many ways, scared off even the most fearless among us. At first, there were not many women in the field. There were only two of us when I joined Lavery, which had been created following a recent merger and which comprised, if I’m not mistaken, about fifty lawyers at the time. Bear in mind, it was only in 1980 that the Act to establish a new Civil Code introduced the notion of equality between spouses in the management of family property and the education of children. However, the recognition of gender equality in 1980 didn’t mean that it was immediately reflected in the legal world as it is today. For example, there was no maternity leave policy in most large law firms until the late 1980s, and even then it was a rather feeble policy aimed only at salaried lawyers. The few women lawyers who became partners and got pregnant had to cover the income the firm lost as a result of their absence, not to mention the other difficulties they faced. Since then, stronger numbers have won us some battles, but the campaign is not over yet! The influx of female lawyers has brought an abundance of talent, renewed professionalism, a fresh perspective and added value to the legal world and to society in general, which were lacking for far too long. As we celebrate International Women’s Day, I call on men’s support to achieve equality for their wives, sisters, colleagues and friends, and I’m confident we’ll get there.   Justine Beauchesne Associate I realized this was the career I wanted to pursue during my time at university. Very early on in my career, I had a strong interest in business law, especially transactional law. I like the idea of being more than just a company’s lawyer, which is why I also see myself as a business partner. This profession is full of challenges, but accompanying our clients through transactions that are often significant milestones in their lives gives me a strong sense of accomplishment.   Women have made important contributions to the legal community throughout history, despite facing obstacles and discrimination. Women fought for the right to study law, to be admitted to the bar and to practice. These efforts have enabled today’s women to become judges, legal professionals and leaders in the field of law.   In recent years, women have continued to break down barriers in the legal world. There are more and more women law school graduates, and they are increasingly represented in the justice system and in leadership roles. They play a key role in shaping the legal community and in advocating for gender equality and social justice.   I believe women have brought new insight and a different approach to the legal profession. They have also been instrumental in the fight for gender equality and social justice, making significant contributions to the development of the legal system and shaping the legal landscape and even society as we know it. The increased presence of women in the legal world, and particularly in management positions, is bringing a much-needed change to this more conservative environment. If more women take on leadership roles in law firms, corporate legal departments and other legal organizations, they can help to create a more diverse and inclusive profession that is gender sensitive and more reflective of the communities it serves.     Marie-Hélène Jolicoeur Partner From the beginning, I had a desire for justice and fairness. I was also determined to speak up for those who can’t speak for themselves, who find it difficult to express or defend themselves, or who have trouble arguing a position with determination. I wanted to understand the law in order to be able to interpret it and ensure that it is properly applied. Women sometimes have different skills; they can present things from an alternative perspective and convince people in a different way. Women’s contribution to the legal profession is substantial and I feel it is recognized by my male peers. I’ve noticed that more and more women are finding their place in the business, building confidence and being heard. I see them in decision-making roles, which has been positively received. They are supported by their peers. I believe that they will continue to play an increasingly important role, if that’s what they want, and as long as they express this desire and remain supported.   Marie-Pier Landry Article Student I was motivated to become a lawyer by the varied intellectual challenges, the development opportunities and the human relations at the heart of the legal practice. I am lucky to have many women role models in my professional circle. I see empathy, leadership and passion in their practice. I am certain that bringing more women into the legal profession makes for a more inclusive and fair legal system.   Sophie Roy Senior Associate At first, I was first driven by the concept of justice. I also wanted to become a lawyer in order to speak out and be heard. Without falling into gender stereotypes, women’s presence has certainly contributed to making the legal profession more inclusive. The ability to listen and to collaborate seem to be increasingly important values.   Justine Chaput Associate What inspired me to become a lawyer was first and foremost my desire to make a difference in my community and to tackle the intellectual challenges of the legal field.   I believe women have brought new insight and a different approach to the legal profession. They have also been instrumental in the fight for gender equality and social justice, making significant contributions to the development of the legal system and shaping the legal landscape and even society as we know it. I am confident that the contribution of women to the legal profession will continue to evolve and help eliminate prejudice and discrimination in order to ensure equal opportunities.   Marie-Nancy Paquet Partner I have always felt that I needed to fulfil my dreams and use my talents. This was especially important to me because my mother regretted all her life that she had not been able to achieve her professional goals, and she suffered as a result of this. For her children, it was an exhortation to never give up. Moreover, for as long as I can remember, I have had a tendency to be very vocal. It soon became clear to me that a career as a lawyer would be an opportunity to put my skills to good use. Having said that, I didn’t really know what it meant to be a lawyer, as no one in my environment practised law or had even been to university. In my opinion, the contribution of women to the evolution of the legal profession is essential. We must not forget where we started and how far we have come thanks to the courage of our predecessors. I can’t help but think of all the women who would have had the talent to practice law, but couldn’t even think about doing that in their day. In the legal profession, women first had to prove that they had as much right to be there as their male colleagues. I have deep admiration for the trailblazing women who embraced careers as lawyers when they were the outliers in their classes. One look through a yearbook from the 1950s-1960s is enough to see that women were hardly there at the time. Among the 70 or so law graduates at my university in 1960, there were only three women. It took courage to study law as a woman! Things have changed and there are far more women in the field now, especially in the undergraduate cohorts. But challenges remain. However, one element is worth noting, and that is the influence that women have had on the transformation of the work-life balance. The fact that young men working in law are now also interested in this issue is undoubtedly due to the fact that women have entered the profession and, more generally, all areas of professional life. Looking towards the future, we must continue to work to ensure that the remaining glass ceilings are broken and that both men and women can find an equal place in the profession.   Jennifer Younes Article Student Growing up, I witnessed a range of situations where individuals were marginalized. As a result, I chose to study law to reduce the inequalities that exist between different groups of people. In my opinion, lawyers are the voice of justice and I chose to become a lawyer because I wanted to serve the cause of justice. Certainly the growing number of women in the legal profession in recent decades has had a positive impact on the evolution of the legal profession. The sharp increase in the representation of women has enabled the courts to have a more complete appreciation of certain issues, and will continue to do so into the future. In my opinion, the more stories we have in the field, the deeper and more diverse our legal discussions become. And the more diverse the legal community becomes, the more accessible it will be to members of these previously unrepresented groups.