It is my pleasure to write this introduction to our summer 2021 newsletter. The timing is pretty optimal since the firm, including our Commercial Litigation group, was on a roll for the first six months of the year. Our team has grown, with three new lawyers to respond to clients’ needs:

• Médgine Gourdet, who has been with the firm since 2015, has been lead counsel in numerous litigation matters. She now focuses exclusively on commercial litigation cases.
• Maryam d’Hellencourt already has a most impressive record, having dealt with files raising numerous commercial law issues. A holder of degrees in both civil law and common law, in addition to a Master of International Law, she is very involved with Montréal’s business community.
• Samuel St-Jean focuses his practice on construction, real estate, and business law. His knowledge of the construction industry results from years of experience that he acquired with a company active in that field.

Our Transactions Group added a new member as well:

• Philippe Brassard, who was recently called to the Bar, had already made his mark as an articling student. An alumnus of the University of Montréal, he has a passion for the business world that clients have come to appreciate.

The past 18 months led us to concentrate our efforts on issues such as shareholders and partners’ disputes, real estate and contractual matters, including problems arising from non-competition and non-solicitation clauses and unfair competition issues. We are increasingly being asked for advice as soon as the first signs of potential disputes appear, as clients want to be prepared and well positioned for all possible eventualities.

Here is a brief summary of the Business Law Group’s activities during the initial part of 2021. Jean-Pierre Sheppard Partner, Head of the Commercial Litigation Group

M&As, Financing and Business Transactions

• Acted for the owners of Volkswagen Vaudreuil and Laurentides in their cross-border acquisition of Hawkesbury Ford and the related Quebec and Ontario financing by VW Credit Canada, Inc., involving several entities in both cases. Sharon G. Druker, Ad. E., Philippe Brassard.
• Acted for Trusource H2O Canada Inc., a drinking water systems company, in its acquisition by Quench Canada. Barry H. Shapiro, Sharon G. Druker.
• Advised the shareholders of KLF Media Inc., a supplier of sourcing and fulfilment services to the premium and incentive industry, in the sale of all their shares to Incentive Concepts Inc. Geneviève Goulet, Sharon G. Druker, Philippe Brassard, Francis Gioia (student).
• Advised Tactico TSF 10-20 Investment LP, a strategic venture capital investor, in several secured financings. Sharon G. Druker.
• Assisted the sellers for the sale of the shares of a company in the personnel staffing and management services industry. RSS’s team enabled closing the deal in record time. Geneviève Goulet, Philippe Brassard.
• Acted for out-of-province clients in the multi-million-dollar acquisition of shares and assets of a Quebec situs cross-border trucking company. Rhona Luger, Herbert Z. Pinchuk, Philippe Brassard, Adrien Tillet.
• Assisted in the completion of various real estate development projects. Rhona Luger, Herbert Z. Pinchuk.
• Assisted in the acquisition of a real estate management company servicing syndicates of condo owners. Geneviève Goulet, Philippe Brassard.
• Representation of the sellers of an industrial cleaning supply enterprise. Herbert Z. Pinchuk, Sharon G. Druker.
• Assisted a group of doctors for the acquisition of a clinic, advised on the structure implemented by their partner for the construction of a new building for the clinic, and drafted the shareholders agreement. Geneviève Goulet.

Tax, Estate Planning and High-Net-Worth Individuals

• Advising on an unclaimed property matter with Revenu Québec involving payments to trust beneficiaries. Marilyn Piccini Roy, Ad. E., Lauren Flam, Martin Lord.
• Advising and drafting situs wills, powers of attorney and protection mandates for several non-Quebec residents who own property in Quebec. Marilyn Piccini Roy.
• Defending a claim to uphold the validity of a will executed by a testator after his protection mandate had been homologated or confirmed by the Court and the judgment was still in force. Marilyn Piccini Roy, Lauren Flam.
• Defending a liquidator/trustee in a contestation regarding her professional and legal fees. Marilyn Piccini Roy, Lauren Flam.
• Advised a US corporate trustee on debt liability for heirs under the succession law of Quebec. Marilyn Piccini Roy, Lauren Flam.
• Rendering an opinion on the extent of an encroachment power in a trust. Marilyn Piccini Roy.
• Defending the validity of beneficiary designations on annuities issued by our client. Marilyn Piccini Roy, Lauren Flam.
• Challenged the discretion of a trustee to delay delivery of trust property to the beneficiary in a timely fashion. Claude-Armand Sheppard, Ad. E., Martin Côté, Marilyn Piccini Roy, Lauren Flam.
• Advising clients in Switzerland and Sweden with respect to the settlement of the estates of their Quebec resident relatives. Marilyn Piccini Roy, Lauren Flam, Adrien Tillet.
• Filed an application to the Superior Court for a safeguard order in a contentious estate and matrimonial property claim. Marilyn Piccini Roy, Lauren Flam, Carly Flam.
• Representation of an internal franchisor regarding POS reporting and sales tax issues. Herbert Z. Pinchuk, Martin Lord.
• Continued representation of the liquidators of a multi-million-dollar estate. Marilyn Piccini Roy, Herbert Z. Pinchuk, William Dion-Bernard, Martin Lord.

Real Estate and Leasing

• Represented a real estate promoter in arbitration proceedings over a resiliation clause. Award rendered, ordering the payment of sums claimed. Annie Claude Beauchemin.
• Application for cancellation of a construction hypothec. Annie Claude Beauchemin.
• Negotiations with commercial tenants on behalf of landlords for the payment of rent during the pandemic. Geneviève Goulet.
• Assisted a real estate developer in the acquisition and financing of land in Sainte-Eulalie, Quebec. Sharon G. Druker.
• Acted for the landlord in the preparation of bid documentation for the construction and lease of SAQ premises. Rhona Luger.
• Acted for the owner in the sale of a real estate development project. Rhona Luger.
• Acting for an out-of-province corporation in the purchase of real estate in Quebec for the establishment of a large-scale warehousing facility. Rhona Luger.
• Acted for the landlord in the preparation, negotiation, and finalization of multiple leases for shopping centre premises. Rhona Luger.
• Acted for the landlord in the preparation, negotiation, and finalization of multiple industrial, office and warehouse leases. Rhona Luger.
• Acted for the beneficiaries of an estate in the sale of a condominium complex. Rhona Luger.
• Acted for the tenant in the preparation, negotiation, and finalization of the lease of single-tenant industrial premises. Rhona Luger.
• Representation of a residential apartment complex owner in connection with a multi-dwelling fire resulting in significant damage and destruction. Herbert Z. Pinchuk.
• Representation of the purchaser of the shares of the owner of a multi-building industrial complex. Herbert Z. Pinchuk.

Insolvency and Restructuring

• Representation of the holder of a $12M claim in an application for the appointment of a receiver under s. 243 of the Bankruptcy and Insolvency Act. Annie Claude Beauchemin.

Labour and Employment

• Defended a construction company against a liability claim by a worker having been injured in an industrial accident and already being paid a compensation by the Commission des normes, de l’équité, de la santé et de la sécurité du travail. Claim dismissed since the case is entirely within the jurisdiction of the government’s regime of worker compensation. Laurence Gauthier.
• Challenge of a decision by the CNESST denying recognition of the death of a worker who overdosed on fentanyl that he acquired to ease lumbar pain as a work-related accident. Pierre E. Moreau, Normand Laurendeau.
• Representing an employer in a challenge to the decision of a labour relations officer allowing the certification of an association of employees. Pierre E. Moreau.
• Representation of two employers, a food processing company, and a student union, for the negotiation and completion of the renewal of collective agreements. Jean Denis Boucher.
• Advising an interprovincial transportation company on federal employment legislation: labour standards applicable to the trucking industry, occupational health and safety, and human rights. Jean Denis Boucher.
• Various mandates for an automobile financing company: opposing claims for worker compensation and psychological harassment; advising on and reviewing documents for a corporate reorganization; advising on employee discipline; review of policies to be adapted to Quebec. Jean Denis Boucher.
• Opposing a claim for dismissal without a valid cause on behalf of a supplier of industrial and medical gas. Jean Denis Boucher.

General Litigation, Arbitration and Mediation

• Defended two corporate officers against a personal claim for damages for contractual breach of internal services by the government. Jean-Pierre Sheppard.
• Obtained injunction orders prohibiting a shareholder of a family corporation from contacting competitors and disclosing confidential information about the corporation’s operations and finances. Jean-Pierre Sheppard.
• Advised a company in the “High Tech” industry that sought to resiliate a consulting contract given the consultant’s bad faith conduct and breach of trust. Jean-Pierre Sheppard.
• Implemented measures to compel a former employee to cease harassing his former colleagues through technological means. Jean-Pierre Sheppard.
• Obtained payment of sums owed to an advertising agency for services rendered. Despite the absence of a written contract and the defendant’s position that no mandate had been given, the defendant had used the proposed concepts and images in its advertising campaign. This implicitly confirmed an agreement. Jean-Pierre Sheppard.
• Defending the seller of an immoveable against a claim based on alleged false declarations on his part. The buyer, who uses the building for the sale of automotive vehicles, claimed that the seller had falsely represented at the time of the sale that the City had agreed to redo the sidewalk along the building so that vehicles could access the property. Normand Laurendeau, Marianne Poliquin.
• Representing a licensed insolvency trustee in major litigation between an owner, a general contractor, and numerous sub-contractors to recover amounts owing to a bankrupt sub-contractor. Annie Claude Beauchemin, Médgine Gourdet.
• Represented an association of jurists as intervenor before both the Superior Court and the Court of Appeal in the challenge to the validity of the Act Respecting the Laicity of the State (Quebec), which prohibits persons occupying certain positions from wearing religious symbols. Theodore Goloff.
• Defending the interests of the University of Montréal before the Superior Court of Quebec, the Court of Appeal of Quebec, and the Supreme Court of Canada in numerous cases, such as:
• Dismissal at the preliminary stage of a $21-million claim for damages. Martin Côté, Gabriel Gibeau.
• Successful opposition to an application for permission to appeal before the Supreme Court of Canada in the judicial review of the expulsion of a former student for disciplinary motives. Martin Côté, Gabriel Gibeau.
• Dismissal at the preliminary stage of another multi-million dollar claim and successful application to have the plaintiff, an ex-student alleging to be the victim of discrimination, declared a vexatious litigant. Martin Côté, Gabriel Gibeau.

Reaching Out

• Marilyn Piccini Roy published “La fiducie: Québec”, Revue internationale du patrimoine, #07 – March 2021, 79.
• Present since 2017 in Chambers High Net Worth Guide, Marilyn was upgraded to a Band 1 rating.
• William Dion-Bernard and Marilyn Piccini Roy were invited to speak at the 2021 STEP CANADA National Conference. William presented recent trust and estate jurisprudence from the civil law and Marilyn was the moderator and speaker on protective measures for an ageing population confronting mental incapacity.

Best Lawyers in Canada just released the list of lawyers who will appear in its 2022 edition. We are proud to note that 30 RSS lawyers will be featured in the directory, including Martin Côté, appearing for the first time as a Commercial and Corporate Litigation expert. Sharon G. Druker, who was listed for her skills in Corporate Law, now is also rated under Mergers and Acquisitions Law.

Finally, to reflect the firm’s involvement with the business community, RSS very recently had four papers published on LesAffaires.com:

• Propriétaires d’entreprise et dirigeants : repensez la gestion patrimoniale à l’heure de la COVID-19 (Business Owners and Managers: Review Your Asset Management in Light of COVID-19)
• Clauses de non-concurrence et pénurie de main-d’œuvre : une adaptation est-elle requise? (Non-competition Clauses and Shortage of Personnel: Are Any Changes Required?)
• La convention entre actionnaires demeure un outil indispensable (The Shareholders’ Agreement Remains an Indispensable Tool)
• La clé pour éviter les problèmes liés à l’insolvabilité? La vigilance! (The Key to Avoiding Insolvency Problems? Alertness!