Montaigne Group Ltd. v. St. Alcuin College for the Liberal Arts Society

2026 BCSC 588 Montaigne Group Ltd. v. St. Alcuin College for the Liberal Arts Society IN THE SUPREME COURT OF BRITISH COLUMBIA Citation: Montaigne Group Ltd. v. St. Alcuin College for the Liberal Arts Society, 2026 BCSC 588 Date: 20260320 Docket: S233197 Registry: Vancouver Between: Montaigne Group Ltd. Plaintiff And St. Alcuin College for the Liberal Arts Society d.b.a. Alcuin College Defendant Before: Associate Judge Muir Oral Reasons for Judgment In Chambers Counsel for the Plaintiff: A. Piercy (March 17, 2026) S. Tradewell (March 20, 2026) Counsel for the Defendant: C. Hartnett Place and Date of Hearing: Vancouver, B.C. March 17, 2026 Place and Date of Judgment: Vancouver, B.C. March 20, 2026 [1] THE COURT: The defendant, St. Alcuin College for the Liberal Arts Society d.b.a. Alcuin College, which I will simply refer to as "Alcuin College" or "Alcuin", seeks document disclosure orders as follows: 1. Within fourteen (14) days of the date of this Order, the Plaintiff shall amend their List of Documents to include all documents that are within the listing party's possession, power or control, which fall within the following classes of documents: Compensation received by Montaigne a. Bank statements for all bank accounts controlled by Montaigne, including the account where Montaigne deposited funds from Alcuin, from January 1, 2019 to present (the "Montaigne Account"); b. Records related to any payments, withdrawals, or transfers of funds from the Montaigne Account, including invoices, draw requests, payroll lists, and correspondence relating to payments or compensation from which these payments, withdrawals or transfers occurred from January 1, 2019 to present; and c. Any notes, memorandum or minutes prepared in which payment of funds originally deposited into the Montaigne Account were discussed, from January 1, 2019 to present. Related Entities - MIGS Builders Ltd. ("MIGS")": d. Copies of all records suggesting that the previous forming contractor would not be able to perform the work; e. Copies of all correspondence related to the workers of the previous forming contractor commencing their own company, and taking over MIGS; f. A copy of the minute book of MIGS, including the central securities register and any resolutions of the directors; g. All financial records of MIGS from January 1, 2020 to present; h. Bank statements for all bank accounts controlled by MIGS from January 1, 2020 to present; i. Records of all payments from MIGS, including all payments of dividends, salary, payouts to suppliers, and loans; j. Records of any shareholder loans from January 1, 2020 to present; k. Records of any assets owned by MIGS from January 1, 2020 to present, including the cost of acquiring such assets and amount realized disposing of such assets. Changes to the Project's Scope: l. Copies of all budget documents, internal or external, from January 1, 2019 to present. m. All correspondence between Montaigne and Lamoureux from January 1, 2019 to present; n. Any quotes, estimates, or subcontracts of any kind for all subcontractors, consultants, and suppliers in relation to the construction of the building, including quotes from contractors that were not accepted; o. Any correspondence of any kind with subcontractors, consultants or suppliers in which the parties discussed the scope of work, or the cost of work; and p. Any documentation of any kind respecting changes to the scope of work, including change orders, requests for changes, confirmation that a change has been requested, and discussions with third parties about changes to the scope of work. (collectively, referred to as the "Documents") [2] The underlying claim pled by the plaintiff, Montaigne Group Ltd. ("Montaigne"), is pursuant to a construction joint venture agreement. In the amended notice of civil claim filed May 15, 2023, starting at paragraph 2 of Part 1: Statement of Facts, the background is set as follows. 2. Montaigne is a development company engaged in the business of residential and commercial construction, project management, project financing, and rezoning. 3. The defendant, St. Alcuin College for the Liberal Arts Society d.b.a. Alcuin College ("Alcuin"), is a society duly organized under the laws of the Province of British Columbia, with its principle [sic] administrative office located at #200-1016 St. George Avenue, North Vancouver, B.C. 4. Alcuin is an independent school society, and is the registered owner of the lands and premises located at 300 W Esplanade Street/63 Mohan Avenue, North Vancouver, British Columbia [ ] [Legal description omitted.] 5. In or about 2017, Alcuin was the owner of the Lands and had conditional approval from the City of North Vancouver to construct a three-story school on the Lands. The Lands are zoned CD-1 684 which permits "assembly use." 6. At or about that time, Montaigne advised Alcuin that it was interested in acquiring property zoned for assembly use which it could own and operate as an event space. [3] Then under the heading, "The Joint Venture Agreement", at paragraph 7: 7. On or about December 7, 2020, Montaigne and Alcuin entered into a Joint Venture Agreement (the "JVA"), pursuant to which Montaigne agreed to provide the construction services required for the construction of Alcuin's new educational campus on the Lands (the "Work"). [4] From Alcuin's counterclaim filed November 8, 2024, at paragraph 10, it is pleaded: Costs of construction of the School 10. The JVA included the following provisions: a. Pursuant to s. 3. 7: i. Alcuin would be responsible for the hard costs of construction of the School up to a maximum of $6,800,000 (the "Budget"), but not beyond; ii. Montaigne would be responsible for the hard costs of construction of the School beyond the Budget, and all costs related to the Montaigne Amenity Space. [ ] c. Pursuant to s. 4.1, the parties acknowledged that Montaigne's sole remuneration as Managing Venturer of the joint venture would be the right, title and interest associated with the Montaigne Amenity Space, if approved by the City of North Vancouver, subject to any other terms contained in the JVA. [5] And I should note that the Joint Venture Agreement contemplated that Montaigne would build out a fourth storey on the proposed three-storey school building at its cost and then would have that space known as the Montaigne amenity space to use for its assembly purposes. [6] And then it is pleaded in the counterclaim: 11. As of January 4, 2023: a. Alcuin had paid $6,652,865.38 to Montaigne in relation to the construction of the New Campus; b. Of these payments, $6,452,695 was allocated to Alcuin's hard costs of construction of the School, leaving Alcuin responsible for no more than $347,305 towards the hard costs of construction of the School; and c. Montaigne bore the remaining financial responsibility for the completion of construction of the School. 12. Between January 21 and February 23, 2023, Montaigne informed Alcuin that: a. Construction of the School was projected to be $3,700,000 over budget; b. Alcuin would have to pay an additional $2,000,000 in order for Montaigne to complete the construction of the School; and c. Montaigne would not proceed further with the construction of the School unless Alcuin agreed to pay this additional $2,000,000. 13. Alcuin terminated the JVA effective April 17, 2023 (the "Termination") on the basis of Montaigne's breaches of its duty of honest performance, the common law duty of good faith, and s. 3.5 of the JVA, breaches which Alcuin was of the opinion were likely to result in an adverse or deleterious reputational impact on Alcuin as a result of its continued involvement in the Joint Venture. [7] The applicant, Alcuin, argues that the extensive document production sought is necessary to show that although Montaigne agreed that it would receive no compensation other than the interest in the fourth floor to be constructed on the school building, that it actually, in breach of the Joint Venture Agreement, wrongly diverted some of the construction funds advanced by Alcuin to itself. [8] From Part 3: Legal Basis - Montaigne's Financial Compensation, of Alcuin's notice of application, at paragraph 18 and 19: 18. The evidence shows that it is untrue that Montaigne did work without financial compensation. Montaigne invoiced for, and was paid over $1.2 million in relation to its construction services described as "Site Superintendent", "Project Manager", and "Project Coordinator/Admin" [ ] 19. When this point has been raised in affidavits, Mr. Deakin has made bare denials, asserting that the funds were not retained by Montaigne, nor were Mr. Duval or Mr. Deakin paid for their services, and that the funds were used to pay trades, sub-trades, independent contractors, or other third parties for services provided towards the construction of the school [ ] I just pause to note that that refers to evidence. It does not refer to the pleading. [9] The next point raised by Alcuin is Montaigne claims that the increased cost of construction was due, at least in part, to changes made by Alcuin; that it was a term of the agreement, express or implied, that any changes made by Alcuin that increased the costs would be for its account. Further, that the alleged non-arm's length dealings by the principal of Montaigne with companies it utilized for the construction entitled terminating the contract. [10] And in that regard, at paragraph 26 of Alcuin's notice of application, it says: Non-Arm's Length Dealings 26. Alcuin terminated the JVA for, inter alia, a breach of section 3.5 of the JVA, specifically: a. Montaigne's misrepresentations regarding the in-place value of work; b. Montaigne's failure to disclose non-arm's length transactions involving one of its subtrades - MIGS Builders Ltd. - which received in excess of $1 million dollars in payments from Alcuin. Daniel Duval, one of the principals of Montaigne is the sole director of MIGS Builders Ltd.; and c. Montaigne's failure to disclose the past relationship between its manager, Sasan Tehrani, and Concost, the quantity surveyor it retained. 27. It is clearly relevant to this claim whether Montaigne conducted itself using the "highest ethical, moral and commercial standards," in particular in consideration of the above three grounds for termination. 28. Montaigne claims that although Mr. Duvall is a director of MIGS, he has no financial interest in the company and does not stand to receive any financial benefit from the work performed by MIGS on the school. 29. As Mr. Duvall is a director of both Montaigne and MIGS, documents within the possession or control of MIGS are within the possession or control of Montaigne. 30. The Documents requested from Montaigne relate to Montaigne's failure to disclose the non-arm's length transactions involving MIGS. Clearly, it would be relevant if Mr. Duval in fact did derive a financial benefit from these non-arm's length dealings, particularly in the face of evidence that Montaigne had been paid based on work not actually completed. [11] For its part, Montaigne notes at paragraphs 19 and 20 of its response to this application filed February 6, 2026: 19. Despite having all of the evidence relied upon in this application (other than the document demand letters) prior to filing its Response and Counterclaim, Alcuin does not allege that Montaigne wrongfully paid itself for services, charged Alcuin for work that had not been completed, or engaged in deceit to misappropriate or divert funds. 20. In Alcuin's document demand letters and Notice of Application, the dispute is presented as if it is a claim for misappropriation of funds and financial misconduct by a property developer. However, document production is governed by the matters in dispute among the parties in the pleadings, not in arguments or allegations made in letters or in applications. [12] Further, even where some of the documents that would be included in the broad categories sought by Alcuin might be relevant, Montaigne argues that the overbroad scope of the demands in and of itself makes the demands improper and that the court should not attempt to tailor a narrower document production order. Law [13] It is trite law that pleadings govern the scope of document production. The plaintiff referred me to Red Avacado Sales Inc. v. Yao, 2019 BCSC 996, where Madam Justice Baker overturned a decision of Master Tokarek for relying on explanations that expanded the document production ordered beyond the scope of the pleadings. [14] In addition, of particular interest to me on this application was the argument that it is improper for the court to trim document demands to craft orders for production that the court considers apt. [15] Montaigne referred me to the decision in Manterra Technologies Inc. v. Verathon Medical (Canada) ULC, 2023 BCSC 263, a decision relating to a document production application, where Justice McDonald noted, starting at para.28 of the reasons held: [28] In Category 5 and 6, the plaintiff requests the documents or classes of documents that relate to the costs, revenues and profits from the manufacturing of the Glidescope and any other medical products produced for the defendant by the plaintiff and Southmedic Inc. The defendant submits that these requests lack reasonable specificity, they are overbroad and disproportionate to the potential probative value. [29] I note that the Claim seeks, for example, "an accounting of the profits wrongly obtained" by the defendant from the misappropriation of the confidential information. The costs, revenues and profits to the defendant from the manufacturing of the Glidescope appear related to a matter in question in the Claim. However, the difficulty is that these requests, as presently worded, are overly broad, lacking in reasonable specificity and disproportionate. [30] The overbreadth and disproportionate nature of these requests could potentially require the defendant to produce each and every supporting invoice, receipt and record of any kind that touches on Glidescope sales, costs and expenses from the inception of the parties' alleged relational contract to the present day. The disproportionate nature of these requests clearly outweighs the potential probative value. [31] In my view, documents related to the issue of profits could be reasonably specified and narrowed to, for example, a request for the defendant's annual revenue and expense statements related to the manufacture and sale of the Glidescope prepared for or by the defendant for accounting or tax reporting purposes. [32] As for the request for documents concerning "any other medical products", I have already concluded that requiring the defendant to produce documents that relate "in any way" to agreements with Southmedic Inc. will undoubtedly involve production of documents irrelevant to the Claim. I therefore, decline to order the defendant to list documents concerning any other medical products produced for the defendant by Southmedic Inc. [33] For these reasons I have explained, I decline to order the defendant to amend its list of documents to list the additional documents requested in Categories 1 to 6 of Appendix A to the application. [34] However, while I decline to make the order sought, the plaintiff may make future requests for documents and potentially reapply to the court for an order that the defendant produce additional documents. [16] Montaigne particularly relies on the decision of Justice Giaschi in Mann v. Jagpal, 2020 BCSC 1919, an appeal from a decision of Master Keighley, where the court notes, starting at para. 45: [45] The second and third reasons given by Master Keighley for dismissing the applications was that the requests were overly broad and lacked specificity. He considered the applications to be "fishing expeditions" and that it would be practically impossible for any third parties to comply with the requests. [46] The authorities are replete with references to the need for document requests to be focused and specific. A notable and frequently cited authority is Lit v. Hare, [2012 BCSC 1918], at para. 68: [68] In my view, the applications are premature and framed in overly broad and vague terms. The lack of specificity which characterizes this application is fatal to its success. In addition to the challenges faced by the respondents as a consequence of the manner in which the applications have been framed, it is difficult for the court to adjudicate on a document production application where what is sought are "all documents not yet produced" in broadly defined categories. That the application lacks sufficient particularity is very likely a function of the failure to observe the procedure contemplated by the Rules. That failure cannot, in this case, be attributed to mere oversight. Had the written demand process mandated by the Rules been followed, I think it reasonable to suppose that many of the difficulties associated with this application would not have arisen. Moreover, had the procedure mandated by the Rules been observed, I think it is unlikely that it would have been necessary to file the volume of material that accompanied these applications. [Giaschi J.'s emphasis] [ ] [55] In my opinion, Master Keighley was correct to dismiss the applications on the grounds that the requests were too broad and lacked specificity. He was further correct in his assessment that the applications were a fishing expedition. [56] Before leaving this issue, I wish to note that Master Keighley could have reviewed the voluminous amount of material that was filed in these various applications to possibly identify some specific documents or classes of documents that the parties and non-parties might properly be asked to produce. I could possibly have done likewise. However, that is not the proper function of this court. That is something that ought to have been done by Manreet or her counsel. If they had properly identified the specific documents or specific classes of documents production of which was required, and had made a proper limited demand for those specific documents, then it is possible that these applications might not have been required. The practice of making broad and vague document requests, especially of non-parties, is to be very much discouraged. An applicant should not expect or anticipate that the court will cure such defects by paring down such requests and doing what the applicant should have done in the first instance. And then Giaschi J. dismisses the appeal. Discussion and Disposition [17] I have in the past relatively routinely pared down document disclosure orders sought to craft narrower production orders without having had these authorities drawn to my attention. As noted in Mann, that defeats the object of the Supreme Court Civil Rules, which is for counsel to have a dialogue about document production with a view to consensus and narrowing the document demands to what is truly relevant and producible. For the court to cure problems by paring down the orders sought encourages parties to make the broadest possible demands, which is clearly contrary to the intent of the Rules, and I also note that it results in often unnecessary and frequently overbroad applications for production of documents. [18] Turning to the orders sought, items (a) to (c) under the heading "Compensation received by Montaigne", the documents sought are unsupported by the pleading. As noted by Montaigne, there is no pleading that it misappropriated any funds. [19] However, even if the categories of documents sought were captured by the pleading, the documents sought are overbroad and clearly would catch irrelevant documents. Bank statements for all bank accounts controlled by Montaigne, including the account where the funds were deposited on this construction project; records of any payments, withdrawals, or transfers, those would clearly include documents that are irrelevant to this action. And then any notes, memoranda, or minutes in which payment of funds were discussed. There is no limitation on that request that narrows it to the issues raised in this action, and even if there was, the demand is so broad that potentially a large number of irrelevant documents would be produced. Accordingly, items (a) to (c) are dismissed. [20] For items (d) through (k), these are applications for production of documents that are properly in the possession and control of MIGS Builders Ltd. MIGS was not served with this application. Alcuin asserts that because a director of Montaigne is also a director of MIGS, that these documents are in the possession or control of Montaigne. I find that assertion, unsupported by any authority, quite farfetched. [21] It is unnecessary for me to go there, however, as the pleadings do not support production of any of these documents. There is no plea that makes the formation of MIGS relevant. There is no plea that funds were misappropriated, much less to MIGS, such that there might be any foundation for production of its financial records. This is clearly a fishing expedition and it is denied. [22] At item (l) under the heading "Changes to the Project's Scope", Alcuin seeks copies of all budget documents, internal or external, from January 1, 2019 to present. Even though this is not narrowed to the project in question, I will grant this order, limiting it to budget documents with respect to the project that is in issue in this action. I agree that budget documents are relevant and producible. Clearly, the original budget and any changes to it are the very foundation of the claim by Montaigne that Alcuin demanded changes that resulted in increased costs. [23] Items (m) through (o) under the same heading seek all correspondence between Montaigne and the architect, any quotes, estimates, or subcontracts, including quotes from subcontractors that were not accepted; any correspondence of any kind with subcontractors, consultants, et cetera. These requests are overly broad and clearly would capture a multitude of documents that are completely irrelevant to this claim. As in Maan, while I could probably narrow the documents to those that are relevant to this action and relevant on the pleadings, I am declining to do so for the reasons that I have given. [24] Item (p) seeks documentation of any kind respecting changes to the scope of work, including change orders. While some of this is clearly relevant to the change of scope issue, much of it is simply overly broad and, again, in keeping with the authorities I have cited, I will not attempt to pare it down. So, it is also dismissed. Alcuin has liberty to apply, if necessary, after proper document requests are made and responded to. [25] So, everything other than (l) is denied and it is allowed only with respect to this project. [26] I will hear you on costs. [SUBMISSIONS RE COSTS] [27] THE COURT: All right. While I do not condone breaches of the Rules that result in, potentially, surprise to the applicant, Alcuin, it could have, had it deemed it necessary, sought an adjournment of the application and dealt with the late provision of a response in that manner. [28] As for counsel for Montaigne, Ms. Tradewell's argument, I must say I do not agree that the norm or the rule is that successful applicants are entitled to their costs in any event of the cause. Indeed, my view of the law is that costs in any event of the cause are only awarded where there is some censure by the court and not with respect to normal applications that are brought in the regular course of litigation. The normal rule is the successful party is entitled to its costs in the cause. And despite Alcuin's assertion that the application was necessary, the reality is that Montaigne was largely successful; in fact, overwhelmingly successful on the application, and it, in my view, should have its costs in the cause. "Muir A.J."