KRB Wins a Precedent-Setting Decision in the Transportation and Logistics Industry

Authors : Antoine Hammam and Vanessa Amato

On October 30, 2025, the Quebec Superior Court (Honourable Bisson J.) issued a landmark decision in Vitesse Trucking Services Inc. v. Georgian Freight Lines Inc. (2025 QCCS 3951), confirming the validity and enforceability of a “non-acceptance” clause between a transportation broker and a carrier.

The ruling, rendered by the Honourable Justice Donald Bisson, establishes an important jurisprudential precedent in Quebec and Canada’s transportation and logistics sector, affirming that a carrier may be lawfully prohibited from engaging in business, either directly or indirectly (via another broker, for instance), with the contracting broker’s clients, and that, even in the absence of direct solicitation.

Background

Vitesse Trucking Services Inc. (“Vitesse”) is a Quebec-based freight broker coordinating transportation services across North America. Georgian Freight Lines Inc. (“Georgian”) is an Ontario carrier that provided transportation services for some of Vitesse’s clients.

The parties entered into a Broker–Carrier Agreement that included a “non-acceptance” clause preventing Georgian from directly or indirectly accepting shipments from any of Vitesse’s clients (as defined in the clause) for a period of two years following contract termination.

In early 2024, while the broker-carrier agreement was still in force, Georgian began transporting shipments for one of Vitesse’s customers through another broker. Vitesse filed an action seeking a permanent injunction under Article 509 of the Code of Civil Procedure, alleging breach of the non-acceptance clause.

The Issues Before the Court

The Superior Court was asked to determine, inter alia:

1. Whether the non-acceptance clause in the broker–carrier agreement was valid and enforceable;
2. Whether Georgian’s conduct constituted a breach of contract; and
3. Whether Vitesse was entitled to a permanent injunction.

The Decision

Justice Bisson ruled in favour of Vitesse Trucking Services Inc., concluding that:

• The “non-acceptance” clause was clear, lawful, and proportionate, serving the legitimate commercial purpose of protecting the broker’s established client base.
• Georgian breached the clause by accepting transport assignments for Vitesse’s client through a competing broker.

Accordingly, the Court issued a permanent injunction prohibiting Georgian and its representatives from transporting goods or engaging in business with Vitesse’s clients during the survival period of the clause, which was two years following termination, in this particular case.

Key Legal Principles

Justice Bisson reaffirmed several key principles relevant to restrictive covenants in commercial contracts in Quebec:

• Clauses restricting business —such as non-acceptance or non-solicitation—are lawful in commercial settings, provided they are reasonable and proportionate to the interests protected.
• The Court, citing the Payette decision of the Supreme Court (2013 CSC 45) distinguished between non-competition clauses (which restrict market participation) and “non-acceptance” clauses (which are hybrid non-compete/non-solicit clauses) restricting all dealings with specific clients, absent solicitation.
• Injunctive relief is an appropriate and effective remedy for enforcing such clauses when violations occur, without the need to demonstrate irreparable harm or to consider the balance of convenience between the parties.

Impact and Takeaways

This ruling provides clarity and certainty for the transportation and logistics industry in Quebec and Canada, confirming that brokers can rely on non-acceptance clauses to protect their commercial networks.

Key takeaways include:

• Enforceability: “Non-acceptance” clauses remain valid even where no active solicitation occurs.
• Remedy: Permanent injunctions are available to uphold contractual obligations.
• Precedent: The decision aligns Quebec jurisprudence with broader Canadian commercial law, recognizing contractual freedom between sophisticated parties.

Conclusion

The Vitesse Trucking Services Inc. v. Georgian Freight Lines Inc. decision represents a significant advancement in Quebec commercial law, strengthening the enforceability of restrictive covenants designed to preserve fair competition and client integrity in the transportation sector.

KRB is proud to have played a pivotal role in establishing this new precedent, further cementing the firm’s reputation as a leader in commercial litigation and transportation law.

Read the full decision.