{"id":3819,"date":"2021-05-28T19:29:03","date_gmt":"2021-05-28T23:29:03","guid":{"rendered":"https:\/\/www.millerthomson.com\/deals-cases\/quebec-superior-court-rules-unreasonable-or-excessive-application-of-the-modification-clause-in-contracts-as-institutional-bad-faith\/"},"modified":"2026-01-20T18:25:50","modified_gmt":"2026-01-20T23:25:50","slug":"quebec-superior-court-rules-unreasonable-or-excessive-application-of-the-modification-clause-in-contracts-as-institutional-bad-faith","status":"publish","type":"deals-cases","link":"https:\/\/www.millerthomson.com\/en\/deals-cases\/quebec-superior-court-rules-unreasonable-or-excessive-application-of-the-modification-clause-in-contracts-as-institutional-bad-faith\/","title":{"rendered":"Quebec Superior Court rules unreasonable or excessive application of the modification clause in contracts as institutional bad faith"},"content":{"rendered":"

Birtz Bastien Beaudoin Laforest Architectes c. Centre hospitalier de l’Universit\u00e9 de Montr\u00e9al, 2021 QCCS 795<\/em><\/p>\n

In a March 10, 2021 decision, Honourable Jeffrey Edwards, J.C.S. of the Superior Court of Quebec ruled in favour of an application by two consortia of architects (\u201cBPYA\u201d) and engineers (\u201cBPTH\u201d) seeking damages for breach of contract by the defendant (the \u201cCHUM\u201d), alleging that the CHUM violated their contractual rights and engaged in an unreasonable and excessive application of the contract\u2019s modification clause.<\/p>\n

BPYA\/BPTH had entered into service agreements with the CHUM as \u2018\u2019master teams\u2019\u2019 in the architecture and mechanical-electrical engineering for the construction of its new hospital, following their proposal submissions to a public request for applications by the CHUM. At the time of the request, the mode of realization of the construction, \u00a0either by conventional mode (i.e. fixed-price company contract) or in Public-Private Partnership, had not yet been made. In either case, BPTH\/BPYA’s mandates would include, among other things, the design of the project, which included the preparation of preliminary plans and specifications.<\/p>\n

However, during the project, the CHUM unilaterally modified BPYA\/BPTH\u2019s agreements by transferring the design of the project to external professionals mandated by the private partners retained by the CHUM. In doing so, the CHUM modified the essential parameters of BPYA\/BPTH\u2019s mandates and reduced BPYA’s mandate by 71% and BPTH’s by 66.4%. While BPTH\/BPYA continued to be the \u2018\u2019master teams\u2019\u2019 responsible for the design of the project, their mandate was reduced to the mere role of advisers. Despite this, BPTH\/BPYA remained bound by the exclusivity clauses and many other constraints contained in their contract.<\/p>\n

Upon review, the Court concluded the following:<\/p>\n