A 2007 handshake deal just cost one broker dearly — plus a record 11,125 OQLF complaints

Banks Avocats Newsletter — Wednesday, July 15, 2026

Hi there,

This week: the Court of Appeal confirms a referral agreement can bind you like a non-compete, the OQLF smashes its complaints record, and Quebec’s enterprise registry reminds us that “I forgot my annual declaration” is corporate law’s most expensive excuse. Five minutes, coffee in hand.

Quebec

1. Court of Appeal upholds client-protection clauses — no territorial limit required

The story starts with a 2007 deal between two brokers: one “transfers” his clients to the other, but only for investment services. Eleven years later, the second broker scoops up the group-insurance contract of the first broker’s biggest client. Lawsuit, damages award — and the Court of Appeal has now upheld it all. Why it matters to you: a clause tucked into a simple referral agreement can operate like a non-compete, and the absence of a territorial limit doesn’t kill it as long as the protected clientele is clearly identified. It’s the first Court of Appeal ruling to say so this clearly.

Do this week: dig out your referral, partnership, and commission-sharing agreements — including the old ones. Flag any clause that restricts who you can do business with, and have it assessed before it surprises you (in either direction: it’s also a tool to protect your client base).

2. OQLF: a record 11,125 complaints — and 95% of targeted businesses simply fix the issue

A new high-water mark: 11,125 complaints filed between April 1, 2025 and March 31, 2026, up 7% from the year before. Language of service tops the list (35% of files), with commercial documentation — invoices, quotes, websites — close behind at 33%. More than half of the organizations targeted are in Montreal. The good news: 95% of businesses hit with a founded complaint make the requested corrections, no drama. In other words, the real risk isn’t the penalty — it’s waiting for a complaint instead of quietly getting compliant.

Do this week: run the customer test: call your own business, browse your website, open your latest quote. Does the first contact happen in French? Whatever snags is exactly what an unhappy customer would report.

3. Your REQ annual declaration: the oversight that bills itself at a 50% penalty

A reminder worth gold in vacation season: every Quebec corporation must file its annual updating declaration with the Registraire des entreprises, even if nothing changed. The regular fee is $106 (annual registration fees included). File late? A penalty of 50% of the annual fees, plus 5% on any unpaid balance and 1% per month of delay. And since the corporate transparency rules took effect, your file must also keep your ultimate beneficiaries up to date — that information is public and searchable by anyone, including your competitors and future buyers.

Do this week: ten minutes on the REQ website: annual declaration filed? Ultimate beneficiaries accurate? Addresses current? A clean file is also the first thing a buyer checks in due diligence.

Rest of Canada

4. Competition Bureau: your commercial contracts are in the crosshairs

The Competition Bureau is staying on its aggressive-enforcement course: cartel investigations are rising, and the Bureau ran a public consultation on new enforcement guidelines targeting anti-competitive conduct and agreements. The takeaway for SMEs: non-solicitation or non-compete clauses between businesses (suppliers, partners, franchisees) can raise criminal exposure — a world apart from clauses covering your own employees. A contract drafted “the usual way” may have quietly changed risk categories.

5. Quick hit: Ontario drops to 2.2%

As of July 1, Ontario’s small business tax rate fell from 3.2% to 2.2% — a combined rate of 11.2% on the first $500,000 of active business income. Roughly 375,000 businesses stand to benefit, up to $5,000 in annual savings. If you have a subsidiary or operations in Ontario, raise it with your tax advisor (and note that 2026 gets prorated).

International

6. US-EU trade deal: the 15% tariff is now live

Since July 1, the US-EU trade agreement is in force: the EU is eliminating customs duties on most US-origin industrial goods, while most EU products entering the US now face a 15% tariff. Washington is also threatening 100% tariffs against countries that impose digital services taxes. For businesses here that sell or source across the Atlantic, two reflexes: check who — you or your customer — bears customs duties under your contracts (Incoterms), and build in an adjustment clause in case tariffs move again.

Business for sale? (Or shopping for one?)

The best deals are prepared months in advance — and a clean corporate file (see item 3!) is worth its weight in gold at the negotiating table. Write to us in full confidence at contact@banksavocats.com. We’ll tell you frankly where you stand and where to start.

About the author Jade Banks is a lawyer and the founder of Banks Avocats. She advises entrepreneurs and executives in Quebec and across Canada on business law: incorporations, buying and selling businesses, commercial contracts, and compliance (Law 25, the Charter of the French Language). Her approach: plain language, practical advice, and real attention to your business goals. She and her team write this newsletter every Wednesday.

This newsletter is general information only and is not legal advice. Every situation is unique — speak with a lawyer before acting. © 2026 Banks Avocats — banksavocats.com