Équipements sanitaires Onys inc. v. Bonin

Executive Summary: Key Legal and Evidentiary Issues

• Scope and validity of the non-competition and non-solicitation clauses in the employment contract, including territorial reach (150 km from Laval and Québec) and breadth of prohibited activities.

• Evidence of the former executive’s indirect involvement in a newly formed competing company (REBA) operated by his spouse and children, and its overlap with Onys’ business and clientele.

• Factual dispute over whether the employee’s resignation followed a constructive dismissal or unresolved contractual changes, versus the employer’s version of an amicable adjustment of duties and compensation.

• Alleged misuse and concealment of confidential business information, including price lists and client and supplier data, and the timing of its discovery through a supplier communication.

• Assessment of serious or irreparable harm to Onys arising from client loss, staff departures, and competitive risk in a highly contested market, and whether damages would be an adequate remedy.

• Application of the four criteria for a provisional injunction (appearance of right, serious or irreparable harm, balance of convenience, urgency) leading to enforcement of the restrictive covenants for a 10-day period.

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Background and parties

Équipements sanitaires Onys inc. operates in the distribution of sanitary products and equipment, professional hygiene solutions and maintenance supplies. It serves a mixed clientele of private companies, institutional bodies and public-sector organizations across Québec. The sector is described as highly competitive, with the parent company, Groupe Dissan inc., having invested significantly in developing a distinctive range of products and services, maintaining a loyal customer base, and building strong relationships with suppliers and other business partners. These investments form the commercial backdrop for Onys’ insistence on loyalty and post-employment protections for key employees.
Emmanuel Bonin has worked in the cleaning and janitorial industry since the age of 12, and his spouse, Annick Robitaille, has the same long-term industry background. Mr. Bonin joined Onys on 15 August 2016 and was deeply involved in the company’s operations from the outset. His responsibilities extended to sales, accounting, day-to-day operations, technical activities and warehouse management, positioning him as a crucial managerial and operational figure in the business.

Employment relationship and contractual clauses

On 12 December 2023, Mr. Bonin signed a written employment contract titled “convention d’emploi” with Onys. Under this agreement, he was promoted to the role of general manager for the Laval and Québec regions. His functions included planning, organizing, directing and controlling Onys’ development, sales, promotion and customer service activities, and performing other tasks and functions assigned to him. In exchange, he received a salary and was entitled to a 10% bonus if a targeted EBITDA (BAIIA) level was achieved.
The contract contained detailed restrictive covenants, central to the dispute. The non-competition clause (article 7) prohibited him, for 12 months following the end of his employment, from directly or indirectly performing the functions associated with his position as general manager for any business whose activities resembled those of Onys. The prohibition applied within a radius of 150 kilometres from specified addresses in Laval and Québec, and covered roles such as employee, contractor, shareholder (with limited allowance for small holdings in publicly traded companies), owner, or any other form of involvement where the competing company sold or distributed sanitary products and equipment.
The non-competition clause also barred him from doing business with any of Onys’ clients or being employed by them to supply similar products or services. The non-solicitation clause (article 8) extended for the same 12-month post-employment period and prevented him from soliciting clients of Onys to sell comparable products or services, diverting or attempting to divert any business or clients to a competitor, soliciting or hiring Onys employees or officers, and inciting suppliers to terminate or reduce their business relationships with Onys. The contract further included confidentiality obligations (article 10), requiring the protection of price lists, client and supplier lists, financial information, business strategies, marketing plans, contracts and other sensitive business information.

Events leading to the dispute

In 2025, the relationship between Mr. Bonin and Onys deteriorated. According to Mr. Bonin, several key elements of his employment conditions were altered: he claims the removal of his responsibility for the Québec territory, the elimination of his bonus program for 2025, and a redefinition of his tasks. He also alleges he was asked to perform actions he considered illegal. On this basis, on 11 August 2025, represented by counsel, he sent a formal “avis de fin d’emploi” (employment termination notice) to Onys and Groupe Dissan. He invoked contractual provisions allowing him to end the relationship if the employer failed to respect the agreed terms or unilaterally modified his functions, and he claimed the indemnity payable in these circumstances, setting a deadline of 18 August 2025 for a response.
However, this first attempt to terminate the contract did not ultimately lead to his departure. On 21 August 2025, Mr. Bonin informed his employer that he had instructed his lawyer to close the file because he and Onys had reached an understanding regarding his continued work. The employer’s version is that the situation was then normalized: he was content to be relieved of Québec responsibilities; his bonus would henceforth be calculated based only on the performance of the Laval office; and on 6 October 2025 he allegedly accepted with enthusiasm a new role as national director of technical services, effective January 2026. According to Onys, he later referred to family problems as a reason for contemplating departure.
Mr. Bonin disputes this narrative. He maintains that the issues raised in August 2025 were never resolved. In his view, the supposed new role as technical director was never formalized and amounted to a demotion. He describes his actual role at the time of his ultimate departure as that of a salesperson and manager of the mechanical department at the Laval branch, rather than a senior general manager role. He also denies ever citing family conflict as a factor.

Against this backdrop, Onys asked him for a letter of resignation and a transition plan once it became clear he intended to leave. Instead, on 20 November 2025, he submitted another lawyer’s letter — a renewed “avis de fin d’emploi” — again asserting that changes to his duties and remuneration justified his departure, and essentially repeating the reasoning from August. The court notes that at this provisional stage, the parties’ accounts of the period between 21 August and 20 November 2025 diverge sharply and are not definitively resolved.

Departure of family members and creation of a competing business

Several members of Mr. Bonin’s family, who were also employed by Onys, left the company in close temporal proximity to his dispute with the employer. His spouse, Ms. Robitaille, resigned on 3 October 2025. On 23 December 2025, his son, Enrick Bonin, left Onys after the company attempted to require him to sign a new employment contract, and his daughter, Amélie, was dismissed.
On 8 December 2025, Ms. Robitaille incorporated a new company, REBA produits d’entretien professionnels inc. According to Québec’s enterprise register, REBA’s activity is the wholesale trade of household and industrial chemical products, with a small workforce of between one and five employees. Ms. Robitaille is the sole shareholder and director, and both Enrick and Amélie work there. The nature of REBA’s business overlaps substantively with Onys’ activities in the sale and distribution of cleaning and maintenance products.
Mr. Bonin acknowledges in his sworn declaration that he is not formally employed by REBA and does not receive any compensation from it. He describes his role as primarily helping as a delivery person and assisting with order preparation. Crucially, this information about his involvement with REBA was not disclosed to Onys until the day of the injunction hearing on 7 April 2026.

Discovery of potential competition and alleged use of confidential information

On 2 March 2026, Onys’ suspicions were triggered when a supplier emailed Mr. Bonin at his Onys email address, attaching a price list bearing REBA’s logo. This communication suggested that a supplier historically dealing with Onys was now corresponding with Mr. Bonin in relation to REBA, raising concerns about a transfer of business and use of insider contacts and pricing information.
Subsequently, evidence emerged that on 16 March 2026 a client of Onys ceased doing business with the company. This client loss was formally proven through evidence filed by the defendant. In addition to the client’s departure, Onys pointed to the resignation of four employees within a team of thirteen in the unit where Mr. Bonin had worked. These developments, coupled with the existence of a new, family-run competitor in the same product space, led Onys to believe that its confidential information, goodwill, and customer relationships were at risk, and that Mr. Bonin was, in substance, competing in breach of his restrictive covenants.

Legal framework for restrictive covenants and competing arguments

In contesting the injunction, Mr. Bonin relied on article 2089 of the Civil Code of Québec (C.c.Q.), which regulates post-employment non-competition clauses. That provision allows parties to stipulate, in writing and in express terms, that the employee will not compete with the employer after the contract ends, but only if the clause is limited in time, geographical area and type of work to what is necessary to protect the employer’s legitimate interests. The employer bears the burden of proving that such a clause is valid and reasonable.
Mr. Bonin argued that the non-competition clause in his contract was overly broad in two main respects. First, in terms of territory, a 150-kilometre radius from both the Laval and Québec locations, plotted on a map, effectively bars him from working in most of southern Québec. The only municipalities left open to him would be comparatively remote locations such as Rivière-du-Loup to the east and Maniwaki to the west. Secondly, he contended that the description of prohibited activities was too sweeping, because it referred to all functions associated with his general manager role, whereas in reality, by the time he left, he was functioning largely as a salesperson and mechanical department manager at the Laval branch.
In a prior letter of 20 November 2025, he also raised the concept of “congédiement déguisé” (constructive dismissal) and relied on article 2095 C.c.Q., which prevents an employer from invoking a non-competition clause if it has terminated the contract without serious reason or has itself given the employee a serious reason to resign. However, at the provisional injunction hearing, he did not press this argument, and it was effectively set aside at this interlocutory stage.
Onys, for its part, emphasized the importance of its business model, the sensitivity of its confidential information, and the critical nature of Mr. Bonin’s position. It argued that the restrictive covenants were tailored to its legitimate interest in protecting a carefully developed client base and supply network in a highly competitive environment, and that Mr. Bonin had been well aware of the constraints he accepted when he signed the 2023 convention d’emploi in exchange for a senior role and bonus-linked compensation.

The court’s analysis on appearance of right

In considering a provisional injunction, the court applies four criteria: (1) appearance of right; (2) serious or irreparable harm; (3) balance of convenience (or preponderance of inconvenience); and (4) urgency. The first criterion is relatively undemanding: the applicant must demonstrate a serious question to be tried, usually through prima facie evidence rather than a full evidentiary record.
Regarding the validity of the non-competition clause, the judge acknowledged that such clauses are scrutinized rigorously because they restrict an individual’s ability to earn a living. Any element that undermines the validity of a non-competition clause can render it wholly invalid, since Québec courts will not rewrite or “blue-pencil” an overbroad clause to narrow it. Nonetheless, at the provisional stage, the judge focused on whether Onys had shown a credible, prima facie case.
Onys produced sworn statements from senior personnel and supporting exhibits, including the employment contract, corporate documents, correspondence, and the supplier email referencing REBA. The judge was persuaded that, based on this preliminary record, Mr. Bonin had been looking for some time to leave Onys and remain in the same industry, and that he and his spouse had used various “artifices and stratagems” to avoid the application of the non-competition clause while effectively engaging in competitive activities through REBA. Despite measures taken to distance himself formally from the new company, the judge considered that Mr. Bonin was in substance working for a direct competitor. This was enough to establish an appearance of right in favour of Onys for the purposes of a short-term provisional order.

Serious or irreparable harm and balance of convenience

On serious or irreparable harm, Onys relied on several factors: the highly competitive nature of the sanitary products industry; the demonstrated loss of at least one client following Mr. Bonin’s departure; and the departure of four employees from a 13-person team in the unit where he worked. It argued that the erosion of client relationships, the potential cascading loss of business and the misuse of confidential information cannot readily be quantified and compensated in damages. The judge accepted that, at this stage, the company did not need to adduce a detailed, quantified proof of lost revenues. Given that the alleged harm involves the loss of future business opportunities and goodwill that are inherently difficult to measure, injunctive relief was portrayed as the only effective safeguard.
The court also considered the balance of convenience. Onys contended that its potential loss of business opportunities and client relationships, if no injunction were granted, outweighed the disadvantages Mr. Bonin would face from temporary enforcement of the restrictive covenants. It emphasized that he remained free to work in other domains outside the specific competitive space covered by the covenant. The judge agreed that the greater prospective harm lay on Onys’ side, and that the restrictions had been freely accepted by Mr. Bonin when he benefited from a high-responsibility position and associated remuneration. Consequently, the balance of convenience favoured issuing the provisional injunction.

Urgency and timing

As to urgency, the judge noted that the non-competition and non-solicitation covenants were limited to a 12-month period following the end of employment. Because of this short duration, any harm arising from breach would be most acute during the pendency of the main action. The court stressed that in such cases, waiting for a final judgment on the merits could render the restrictions effectively meaningless, as the covenant would expire before any remedial order could be issued.
Additionally, the judge found that Onys had acted diligently. It moved to seek a provisional injunction shortly after discovering concrete indicators of a possible breach, notably the supplier’s email with the REBA price list and the subsequent client loss. The timing of its application, relative to the discovery of these facts, supported a finding of urgency.

Outcome and practical implications

After applying the established four-part test, the Superior Court granted the provisional injunction for a period of ten days. Mr. Bonin was ordered to return to Onys, within 96 hours, all confidential and proprietary information in his possession, custody or control, including price lists, client and supplier lists, contact details, financial information, pricing data, business and marketing strategies, contracts and any copies in paper or electronic form. He was also required to certify in writing that he had not kept, transferred or transmitted any copies of this information and that he had complied with the order.
The injunction further required him to cease and abstain from using or disclosing any trade secrets or confidential information belonging to Onys, and to stop contravening the contractual non-competition and non-solicitation clauses. The judgment specified that these obligations were to be respected within the 150-kilometre territorial radius from the Laval and Québec locations and for the 12-month post-employment period provided in the contract, pending further proceedings. The court dispensed Onys from posting any security, authorized service of the proceedings and orders outside regular hours and by flexible means (including email, fax or text message), ordered provisional execution notwithstanding appeal, and awarded costs of justice in its favour.
In summary, the successful party in this provisional decision is Équipements sanitaires Onys inc., which obtained a ten-day provisional injunction enforcing the non-competition, non-solicitation and confidentiality provisions against Mr. Bonin and an order for costs. However, the judgment does not fix any specific or quantified amount for damages, costs, or other monetary relief, so the total monetary award in favour of Onys cannot be determined from this decision.