In December 2025, the Superior Court of Quebec dismissed an application that sought to end a C$600-million lawsuit on three separate preliminary grounds: lack of jurisdiction, motion to dismiss and abuse of procedure.
On March 20, 2026, the Quebec Court of Appeal dismissed an application for leave to appeal. As a result, the case will proceed to trial.
Together, the decisions offer a helpful reminder of how Quebec courts consider these preliminary motions and an important warning regarding the consequences of preventing evidence from being presented at a preliminary stage.
The Dispute at a Glance
The plaintiffs, two Quebec companies, have brought a claim against two defendants: ARE-Canada No. 5 Holdings, ULC (ARE-Canada) and Alexandria Real Estate Equities, Inc. (Alexandria) for C$600-million in damages, to be perfected at trial. The plaintiffs alleged that they agreed to acquire a business in reliance on a concluded lease agreement, but that the defendants abusively refused to honour that lease, preventing the plaintiffs from operating the acquired business and depriving them of its full value.
In March 2025, Alexandria filed a motion seeking dismissal of the proceedings against it, based on three separate provisions of Quebec’s Code of Civil Procedure (CCP): a declinatory exception (Article 167 CCP), an exception to dismiss (Article 168(2) CCP), and a motion to dismiss for abuse (Article 51 CCP). Notably, Alexandria chose not to file any affidavit in support of its motions and refused to allow the plaintiffs to examine a representative of Alexandria in said capacity.
The Superior Court Decision
Lack of Jurisdiction
Applying the framework from Spar Aerospace Ltd. v. American Mobile Satellite Corp., the Court held that the plaintiffs’ allegations were deemed true at the declinatory exception stage. Those allegations — including that Alexandria directly negotiated a Quebec lease and that a fault was committed and injury suffered in Quebec — were found consistent with Article 3148(3) of the Civil Code of Québec (CCQ). The Court concluded that the originating application (or claim) established a sufficient connection to Quebec to ground jurisdiction.
In response, the plaintiffs also argued that Alexandria voluntarily submitted to the jurisdiction of Quebec courts pursuant to Article 3148(5) of the CCQ by filing substantive motions to dismiss alongside its declinatory exception. The Court declined to rule on this issue, having already confirmed it had jurisdiction on the basis of the allegations pleaded in the plaintiffs’ originating application.
Motion to Dismiss
As a second ground for dismissal, Alexandria argued that it was a distinct legal entity from ARE-Canada and that the allegations could not support liability against it. Under Article 168(2) of the CCP, the Court’s role is to determine whether the allegations support the conclusions sought. The Court disagreed with Alexandria, finding that the plaintiffs’ allegations — including notably that ARE-Canada was Alexandria’s alter ego, that Alexandria exercised complete operational and financial control over its subsidiary, and that Alexandria was a direct contracting party — were sufficient at this stage. Citing settled jurisprudence, the Court held that these issues involving questions of mixed fact and law are best left to the trial judge.
Notably, Alexandria chose not to challenge this conclusion on appeal.
Abuse of Procedure
On the abuse motion, Alexandria bore the burden of demonstrating that the proceeding was “clearly unfounded and frivolous.” Alexandria’s strategic choices compounded the difficulty of meeting this high threshold; its counsel acknowledged that the decision not to file an affidavit was aimed at avoiding examination of an Alexandria representative under Article 105(3) CCP. Moreover, in the context of the discovery examination of ARE-Canada’s representative, its counsel refused to permit any question relating to Alexandria’s role. The Court found that the resulting record was “manifestly incomplete” regarding both the plaintiffs’ claims against Alexandria and its own grounds of contestation. Unable to satisfy the high standard required by Article 51, Alexandria’s motion was dismissed, with the Court reserving its right to revisit the question of quantum of damages once the plaintiffs have filed specific supporting evidence.
The Court of Appeal’s Dismissal of Alexandria’s Application for Leave to Appeal
Alexandria subsequently sought leave only with respect to the declinatory exception and the abuse of procedure ruling, leaving the judgment dismissing its exception to dismiss in full force and effect. In a brief ruling released March 20, 2026, the Quebec Court of Appeal dismissed Alexandria’s application for leave to appeal, with costs.
Under Article 31(2) of the CCP, leave requires the applicant to show that the judgment determined part of the dispute or caused irremediable injury. The Court of Appeal found that Alexandria met neither requirement. On the declinatory exception, the ruling merely confirmed a sufficient connection to Quebec. On the abuse issue, the Court of Appeal held that dismissal of an abuse motion does not determine part of the dispute, noting that “the inconvenience of undergoing a trial is not irremediable injury.”
Key Takeaways for Quebec Litigants
These decisions confirm that questions of mixed facts and law are best determined on the basis of a full record at trial. Disputes over piercing the corporate veil, alter ego liability and direct contractual relationships are usually reserved for the merits.
These decisions also underscore the importance of engaging with relevant evidence when presenting preliminary motions.
Blakes lawyers Matthew Liben, Philippe Dubois and John Chedid represented the plaintiffs in this matter.
For more information, please contact the authors or any member of our Litigation & Dispute Resolution group.
