Key Points:

• Issue: The main dispute centered on whether an "irrevocability clause" in a real estate brokerage contract waived the client's right to unilateral termination under Article 2125 of the Civil Code of Quebec (C.c.Q.).

• Parties:
  • Plaintiff: Groupe Sutton Actuel Inc. (real estate brokerage firm).
  • Defendant: Ferme Dominique Inc. (property owner).

Facts:

• The contract used was the OACIQ "Exclusive Brokerage Contract - Sale of Real Estate," including a clause stipulating that the contract was "irrevocable."
• The defendant challenged this clause, citing precedents (e.g., Gestion David Couture inc. v. Sucrerie la Coulée d’or inc.) to argue that such a clause could not override their termination rights under Article 2125 C.c.Q.

Court’s Analysis:

1. Irrevocability Clause:

   • The clause was clear and unambiguous.
   • Unlike prior cases, the client (Robert Swain, representing Ferme Dominique) was a sophisticated businessperson who had the contract terms read and explained to him.
   • The contract included specific terms negotiated and added by Swain, reflecting informed consent.

2. Key Legal Precedents:

   • The court distinguished this case from Steve Brown Machineries Solutions (SBMS) Inc. and Sucrerie la Coulée d’or due to the specific circumstances and the sophistication of the defendant.
   • The court referenced Bernard v. Re/Max 1er Choix, which upheld a similar clause under comparable circumstances.

3. Defendant’s Counterclaim:

   • The defendant's claim of $25,000 for procedural abuse was rejected as unsubstantiated.

Judgment:

• The court partially upheld the plaintiff’s claim, awarding $55,119.02 with interest and costs to Groupe Sutton Actuel Inc.
• The defendant's counterclaim was dismissed.