Edgenda Conseil inc. v. Demushkina

Executive Summary: Key Legal and Evidentiary Issues

• Validity and scope of non-solicitation (and potentially non-competition) clauses in an employment contract under Quebec civil law, including time, territory and type of work restrictions.
• Factual dispute over whether the employee actively solicited the client (Revenu Québec) or was instead approached by the client through its internal hiring process.
• Characterisation of “faire affaire” and “fournir des services” in the non-solicitation clause, and whether these expressions encompass a classic employer-employee relationship with a former client.
• Assessment of the interlocutory injunction criteria: appearance of right, serious or irreparable harm, and the balance of inconvenience under article 511 C.p.c. in the context of a consulting firm’s business model.
• Evaluation of Edgenda’s alleged irreparable harm, including loss of a specific mandate (DI-029) and the broader risk to its client-based consulting model and goodwill.
• Consideration, at a preliminary level, of defences based on abusiveness of restrictive covenants and article 2095 C.c.Q. (loss of right to enforce non-competition), deferred largely to the trial on the merits.

Factual background and relationship between the parties

Edgenda Conseil inc. is a consulting firm that provides services in organisational transformation, learning solutions, business strategy, change management, technological innovation and customised training programs. Its business model relies on assigning its consultants to specific client organisations for fixed-term mandates, often over extended periods, so that they integrate into the client’s internal teams. In return, Edgenda expects loyalty from employees and seeks to protect the client relationships and commercial goodwill it has developed.
Alina Demushkina was hired by Edgenda in November 2021 as a senior consultant. Her work for Edgenda was almost entirely performed at Revenu Québec (RQ), a major public-sector client located in Québec City. From early 2023 until the end of 2025, RQ was effectively the only client at which she was deployed, working in various directions within RQ and carrying out mandates in organisational performance and improvement.
Because of the inherent risk that consultants embedded in client teams might later be hired directly by those clients, Edgenda requires its employees to sign contractual obligations of non-competition and non-solicitation of clientele. These clauses, it argues, are essential to protect its business model and the substantial investments it makes in developing and maintaining client relationships and deploying consultants on site.

Key contractual provisions and restrictive covenants

The employment contract signed by Ms. Demushkina on 28 November 2021 contains both a non-competition clause and a non-solicitation of clientele clause.
The non-competition provision (clause 8) prohibits the employee, during employment and for 12 months after termination, from directly or indirectly providing services to, being employed by, owning, or otherwise supporting any business that competes with Edgenda’s “Activities” within the defined Territory. “Activities” are expressly defined as Edgenda’s business activities as they exist at the date of the contract and during employment, namely activities in organisational transformation, learning solutions, business strategy, change management, technological innovation and customised training. The Territory is defined as the greater Québec/Montréal/Ottawa region and a 50-kilometre radius around the company’s nearest place of business relative to the employee’s domicile.
More central to this dispute is the non-solicitation of clientele clause (clause 9). For the same 12-month post-employment period, it prohibits the employee, for herself or for any third party, and in relation to any activity that competes, even in a limited way, with Edgenda’s Activities, from: (i) soliciting a “Client” of the company or facilitating such solicitation; (ii) harming or attempting to harm the company’s activities or persuading a Client to cease or modify unfavourably its relationship with Edgenda; and (iii) “faire affaire avec un Client” or helping a third party to do so, or “fournir […] des produits ou services à un Client” in competition with Edgenda’s Activities within the Territory.
“Client” is defined in a focused way: it includes any person who retained or used Edgenda’s services in the 18 months before the end of employment and with whom the employee had contact during employment, as well as any person solicited by the employee in Edgenda’s interest. In this case, the only client falling within that definition and relevant to the facts is Revenu Québec.

Mandates at Revenu Québec and the contested transition

During 2025, Ms. Demushkina was working at RQ under a specific intervention request labelled OSGC-4320_DI-027 (DI-027), a performance-organisation mandate initially scheduled to end on 31 March 2026. The work involved close integration into RQ’s teams, assisting managers with planning and implementing performance-improvement initiatives, optimising processes, creating value and contributing to a culture of continuous improvement and organisational performance.
On 5 December 2025, Edgenda learned that DI-027 would be terminated early on 23 December 2025, three months before the originally anticipated end date. Shortly afterwards, RQ issued a new intervention request, OSGC-4320_DI-029 (DI-029), for a performance-organisation mandate running from 19 January to 30 June 2026. DI-029 was nominally tied to a different direction within RQ, but the evidence showed that such assignments often extended across multiple directions as part of transversal projects.
On 11 December 2025, Edgenda asked Ms. Demushkina to update her profile for RQ. Her updated profile was then submitted by Edgenda to RQ for DI-029, and an interview was arranged in the usual way for the week of 15 December. The interview was scheduled for 17 December 2025. From Edgenda’s perspective, the scheduling of this interview meant that her candidacy had effectively been retained for DI-029, subject to what was expected to be a routine interview.
However, on 15 December 2025, Ms. Demushkina unexpectedly informed Edgenda’s interim supervisor that she was resigning from her job at Edgenda and that her last day would be 2 January 2026. In that communication, she thanked Edgenda for the opportunities and support it had provided, but indicated she intended to join RQ. This revelation came as a surprise to Edgenda’s management and raised immediate concerns about compliance with the restrictive covenants.

The parallel internal hiring process at Revenu Québec

Separate from the DI-029 consulting mandate, Revenu Québec had been working since at least the summer of 2025 on its internal need for a permanent resource in continuous improvement and process optimisation. Budget constraints initially delayed hiring, but by October 2025, the necessary approvals were obtained, and RQ began a process to recruit internally for a role described as adviser in optimisation of processes and continuous improvement.
Evidence from RQ’s director of strategy, planning and performance, Mr. Dany-Pierre Chantiri, indicated that he had been informed by colleagues that Ms. Demushkina might be interested in an internal role at RQ and that she had the expertise he sought. Following discussions between them about a potential position within his directorate, he told her that, as someone without an active RQ recruitment file, she had to follow the standard process by submitting a spontaneous application.
On 31 October 2025, Ms. Demushkina advised Mr. Chantiri that she had submitted this spontaneous application. On 14 November 2025, she communicated with an RQ representative to arrange a virtual meeting for the presentation of a salary offer for the position of adviser in continuous improvement. On 17 November 2025, RQ’s staffing team sent her an email confirming an offer of employment as adviser in optimisation of processes and continuous improvement, and she accepted that offer on 20 November 2025. Between that date and 15 December 2025, Ms. Demushkina and Mr. Chantiri exchanged further communications, although the specific content of those exchanges was not fully detailed in the evidence. On 15 December 2025, he confirmed the job offer verbally, and on the same day she tendered her resignation to Edgenda.

Escalation, notice and early procedural steps

Once Edgenda was informed that Ms. Demushkina planned to leave for a role at RQ, its management reminded her of the non-competition and non-solicitation clauses. On 17 December 2025, Edgenda’s vice-president met with her, accompanied by human resources, and she confirmed that she had accepted an offer at RQ, stating that she had not personally solicited the client. She described the new role as involving change management and fostering a culture of continuous evaluation at RQ—tasks which Edgenda argued were essentially the same as the duties she had been performing for RQ as its embedded consultant.
That same day, Edgenda was notified by an RQ contracts director that Ms. Demushkina had applied to an internal competition at RQ and that she had expressed interest in permanent employment there. RQ also informed Edgenda that, because the selection process for DI-029 had effectively concluded in reliance on Ms. Demushkina’s candidacy and she was now moving internally, it would not be extending further time for Edgenda to propose a replacement candidate. Consequently, Edgenda lost the DI-029 mandate.
On 18 December 2025, Edgenda again met with Ms. Demushkina, reiterated the contractual obligations it considered binding, and advised that she would shortly receive a formal letter from its lawyers. On 22 December 2025, Edgenda sent a demand letter to Ms. Demushkina reminding her of her legal and contractual obligations and specifically calling on her not to commence or to cease any employment or service relationship with RQ after her employment ended. The letter requested a written undertaking from her by 26 December 2025. A separate letter was sent the same day to Revenu Québec asking it not to participate in any breach by Ms. Demushkina.
The demand letter to Ms. Demushkina went unanswered. She was abroad at the time and later said she had not been able to fully review the documents before returning to Canada on 30 December 2025. Edgenda also tried to contact her by text and telephone at the end of December and early January, but she chose not to respond.
Given this impasse, and in the absence of any indication that Ms. Demushkina or RQ would abandon their intended employment relationship, Edgenda commenced proceedings on 29 December 2025 seeking provisional, safeguard, interlocutory and permanent injunctions to enforce the restrictive covenants. The court granted a provisional interlocutory injunction on 30 December 2025, in Ms. Demushkina’s absence, restraining her from having any employment or service relationship with RQ that competed with Edgenda’s activities. On 16 January 2026, following a contested hearing at which Ms. Demushkina was represented, the court granted a safeguard order continuing those restrictions pending a decision on the interlocutory injunction, again restraining her from working for RQ in a competing way.

Legal issues and arguments on the interlocutory injunction

At the stage of the interlocutory injunction, only documentary evidence was presented, including sworn statements from Edgenda’s vice-presidents, Ms. Demushkina, and the written examination of RQ’s senior director. No live witnesses were heard. The court therefore approached the facts on a preliminary basis, recognising that credibility and hearsay issues would be fully resolved only at trial on the permanent injunction.
The central legal questions were: (1) whether Edgenda had shown a sufficient appearance of right to the enforcement of its non-solicitation (and, arguably, non-competition) obligations; (2) whether serious or irreparable harm would result to Edgenda if interim relief were refused; and (3) how the balance of inconvenience weighed between Edgenda’s commercial interests and Ms. Demushkina’s ability to work.
Edgenda argued that Ms. Demushkina violated clause 9.1.1 by soliciting RQ and clause 9.1.3 by “doing business with” or “providing services” to RQ in competition with Edgenda’s Activities, within 12 months of her employment ending. It maintained that the core purpose of these provisions was to prevent employees embedded at client sites from later leaving to serve the same client directly in the same field, thereby capturing the very relationship for which Edgenda had been contracted and undermining its investment and goodwill.
Ms. Demushkina countered that she had not solicited RQ; rather, she had been approached through RQ’s internal staffing process. She also argued that clause 9.1.3 did not apply to a classic relationship of employment: in her view, “faire affaire” and “fournir des services” referred only to commercial or business-to-business relationships, not to an employee’s contract of employment with a former client. She further contended that the restrictive clauses were abusive and overly broad in terms of activities, territory and duration, and invoked article 2095 of the Civil Code of Québec to argue that Edgenda could not rely on such clauses if it had effectively given her a serious reason to resign.

The court’s preliminary findings on appearance of right

The judge emphasised that the test at this stage is modest: Edgenda needed to show at least a serious question to be tried and that its claim was not frivolous or vexatious. The court was not required to finally resolve disputed facts or definitively rule on the validity of the clauses.
On the alleged solicitation of RQ, the judge noted that the available evidence was contradictory and incomplete. While some of Edgenda’s proof relied on hearsay (what RQ’s representative had told its vice-president), Ms. Demushkina herself had introduced similar hearsay through transcripts of examinations. The preliminary record suggested that she had taken concrete steps to pursue an internal position at RQ, including a spontaneous application, salary discussions, acceptance of an offer and ongoing communications leading to a confirmed job. The court refused to accept, at this preliminary stage, her portrayal of the job offer as entirely unsolicited. Whether those steps amounted to “solicitation” within the meaning of the contract, however, was left as a question for the trial judge.
Even assuming, for the sake of argument, that no solicitation occurred, the judge held that Edgenda had nonetheless shown a prima facie right under clause 9.1.3. On a preliminary reading, that provision appears designed to prevent an employee from leaving Edgenda and then, immediately or shortly thereafter, beginning to provide the same type of consulting services directly to a client with which Edgenda placed that employee. The wording “faire affaire” and “fournir des services” could not be restricted, at this stage, to purely commercial business-to-business relationships. The contract itself describes the employment relationship in terms of Edgenda “obtaining services” from the employee and the employee “offering her services” to the company, which suggests those expressions can operate within an employment context.
The court also concluded, on a prima facie basis, that the clause was not abusive on its face. The 12-month duration was reasonable in the circumstances, and, when considered alongside the definition of “Client,” the territorial scope was in practice limited to the only relevant client—Revenu Québec—within the specified regions. The activities covered by the clause closely matched Edgenda’s actual business. Comparing the detailed description of Ms. Demushkina’s consulting duties for RQ under the DI-027 mandate with the responsibilities of the adviser role she accepted at RQ, the court found they overlapped significantly. In both roles, she was expected to support strategic planning, process optimisation, continuous improvement, and the development of a performance-driven organisational culture.
Even if the clause were ultimately characterised as a non-competition rather than a pure non-solicitation covenant, the judge found that, at first glance, it satisfied the requirements of article 2089 C.c.Q. for reasonableness regarding time, territory and type of work.
As for article 2095 C.c.Q., the court agreed that this argument properly belongs to the merits. On the preliminary record, there was no clear evidence that Edgenda had either dismissed Ms. Demushkina without serious reason or given her a serious reason to resign. Several exhibits, including her own courteous resignation email and subsequent interactions, suggested otherwise. The question was therefore better left to the judge who would hear the full evidence at trial on the permanent injunction.

Serious or irreparable harm to Edgenda

Turning to harm, the court accepted that Edgenda had shown the type of serious, irreparable prejudice that justifies an interlocutory injunction. Edgenda’s business model depends on placing its consultants into client organisations and maintaining long-term, trust-based relationships. When a consultant embedded at a client subsequently leaves Edgenda to work directly for that same client in the same field, the risk is not limited to the loss of one contract but extends to the potential erosion of Edgenda’s entire client-facing model and its reputation for protecting client relationships.
The court highlighted that such harm—loss of goodwill, diminution of client trust and weakening of the business structure—is difficult to quantify in monetary terms and thus cannot easily be remedied by damages alone. Additionally, there was concrete evidence that Edgenda had already lost a specific opportunity: the DI-029 mandate, which RQ withdrew once it became clear that Ms. Demushkina would be taking an internal role instead of continuing as Edgenda’s consultant. This gave the alleged harm a tangible dimension without detracting from its broader, more intangible character.

Balance of inconveniences and impact on the employee

On the balance of inconveniences, the judge acknowledged that preventing Ms. Demushkina from taking her desired position at RQ for a time would inconvenience her. However, several factors weighed in favour of granting the injunction.
First, the restraint was narrowly tailored: it applied only to RQ, a single client, and only for the 12-month period following the end of her employment. Second, Ms. Demushkina herself recognised in her sworn statement that many public-sector organisations (ministries and government bodies) could benefit from her expertise. The injunction therefore did not prevent her from working in her profession more generally; it prevented only her taking up employment with one specific client in a role essentially identical to the mandates she had performed for that client through Edgenda.
Third, Edgenda had offered her the option of remaining in its employment while respecting her contractual obligations, but she declined. By contrast, Edgenda faced potentially systemic harm to its business model if consultants could move freely from the firm to its clients in similar roles immediately after long assignments. In these circumstances, the court found that the balance of inconvenience favoured maintaining the status quo that the restrictive covenants were designed to protect.

Outcome of the interlocutory injunction and overall case posture

After analysing the three criteria for an interlocutory injunction—appearance of right, serious or irreparable harm and balance of inconveniences—the court granted Edgenda’s application. The interlocutory order prohibits Ms. Demushkina from having any employment or service relationship with Revenu Québec that competes with Edgenda’s Activities, as defined in the contract, until the court renders judgment on the permanent injunction, subject to an absolute end date of 2 January 2027, when her non-solicitation obligation expires.
The interlocutory decision follows, and builds upon, the earlier provisional and safeguard orders that had already temporarily restrained her from commencing work with RQ. Taken together, the series of decisions preserves Edgenda’s contractual protections and business model while the underlying dispute over the permanent injunction and the ultimate validity and scope of the restrictive covenants awaits a full hearing on the merits.
The court declined to require Edgenda to post security (cautionnement) as a condition of the injunction and ordered that judicial costs be reserved to follow the outcome of the permanent injunction proceedings. Edgenda is therefore the successful party at this interlocutory stage, having obtained the injunctive relief it sought. No monetary damages, quantified costs or other financial awards were granted in this decision, and the total amount ordered in its favour cannot be determined from this interlocutory judgment alone, as costs and any possible damages remain to be decided at the conclusion of the permanent injunction proceedings.