PROVINCE OF QUEBEC SUPERIOR COURT DISTRICT OF MONTRÉAL
Locality of Montréal
No: 9259-5057 QUÉBEC INC., a duly constituted
corporation having a place of business at 4715 Lavoisier Boulevard, district of Montreal, province of Quebec, H1R 3E9
and
9349-7022 QUÉBEC INC., a duly constituted corporation having a place of business at 5680 Murray Street, district of Montreal, province of Quebec, H8Z 1L5
and
LE GROUPE SSC INC., a duly constituted corporation having a place of business at 4 De Franchimont Street, district of Blainville, province of Quebec, J7B 1S9
Plaintiffs v.
EDIBLE ARRANGEMENTS INTERNATIONAL, LLC, a duly constituted corporation under the laws of Delaware, having a place ofbusiness at 980 Hammond Dr., Atlanta, Georgia, 30328, United States of America
Defendant
ORIGINATING APPLICATION
IN SUPPORT OF THEIR ACTION, THE PLAINTIFFS RESPECTFULLY SUBMIT THE FOLLOWING:
I. INTRODUCTION
1. The plaintiffs in this matter, 9349-7022 Québec Inc., 9259-5057 Québec Inc. and Le Groupe SSC Inc. (hereinafter, the “Plaintiffs” or the “Franchisees”), entered into franchise agreements with the defendant Edible Arrangements International, LLC (hereinafter, “Edible”, the “Franchisor” or “Defendant”), in an attempt to capitalize on what was initially presented to them as a strong reputable franchise networkwith a greatopportunity of growth in the Québec market.
2. The Plaintiffs currently operate their respective establishments in the province of Québec under the “Edible Arrangements” banner.
3. However, due to the Franchisor’s numerous shortcomings, lack of support, contractual breaches and generally deceitful actions, the Plaintiffs have suffered, and continueto suffer significant damages.
4. Although the Franchisees have honoured all the undertakings that they contracted in favourofthe Franchisor, the latter totally abandoned them.
5. The Franchisee’s main reproaches towards the Franchisor can be summarized as follows:
a) False pre-contractual representations and promises; b) Lack of prior location research;
c) Having poor knowledge as to how to conductbusiness in the Quebec market; d) Breach of Québec French language laws;
e) Failure to provide appropriate support and assistance; f) Important issues with marketing material and strategy; g) Deficient order processing and reportproducing software; h) Product shipping and inventory problems;
II. THE PARTIES A. The Plaintiffs
i) 9259-5057 Québec Inc.
6. The plaintiff 9259-5057 Québec Inc. (“9259”) is a corporation that operates an “Edible Arrangements” store as a franchisee, as it appears from an excerpt of the État des renseignements d’une personne morale from the Registre des entreprises, Exhibit P-1.
7. The “Edible Arrangements" store operated by 9259 is located at 2616 Daniel Johnson Boulevard, Laval (Québec), H7T 2K1 and bears the store number 1383 (the “1383 Franchise ”).
8. Sara Serafina Silleta and Philomena Silleta are respectively, the president and vice-president of 9259, which purchased the 1383 Franchise on or around April 17, 2012.
ii) 9349-7022 Québec Inc.
9. The plaintiff 9349-7022 Québec Inc. (“9349”) is a corporation that operates “Edible Arrangements” stores as a franchisee, as it appears from an excerpt of the État des renseignements d’une personne morale from the Registre des entreprises, Exhibit P-2.
10. The two (2) “Edible Arrangements" stores operated by 9349 are located at 4156B, Ste. Catherine Street West, Westmount (Québec), H3Z 1P4, bearing the store number 473 (the “473 Franchise”), and 3709 Saint Charles Boulevard, Kirkland (Québec), H9H 4M2 bearing the store number 460 (the “460 Franchise”).
11. Emilce Ontini is the president of 9349, which purchased the 460 Franchise on or around January 31, 2017, and the 473 Franchise on oraround March 24, 2017. 12. At any relevant time for these proceedings, Mrs. Ontini was assisted by Pierre
Racine in the operations ofherEdibleArrangement franchised businesses.
Hi) Le GroupeSSC Inc.
13. The plaintiff Le Groupe SSC Inc. (“SSC”) is a corporation that operates “Edible Arrangements” stores as a franchisee, as it appears from an excerpt of the État des renseignements d’une personne morale from the Registre des entreprises, Exhibit P-3.
14. The two (2) “Edible Arrangements” stores operated by SSC are located at 1857 René Laennec Boulevard, suite 106B, Laval (Québec) H7M 5E2 bearing the store number 1266 (the “1266 Franchise”) and 3636 St. Laurent Boulevard, Montréal (Québec), H2X 2V4 bearing the store number 478 (the “478 Franchise”).
15. Sarkis Barsemian is the president of SSC, which purchased the 1266 Franchise on February 18, 2011, and the 478 Franchise on February 27, 2016.
B. The Defendant
16. The Defendant is a limited liability company duly constituted under the laws of Delaware and based in the United States of America, as it appears from an excerpt of the Georgia Corporations Division, Exhibit P-4.
17. The Defendant is an international franchisor of stores specialized in the sale of fresh fruit arrangements and other fruit-based products, as appears from an extractof its website, Exhibit P-5.
18. Edible’s main speciality product consists of bouquets made of fresh cut fruits dipped in chocolate.
III. THE FRANCHISE AGREEMENTS
19. The Franchisees have all entered into franchise agreements, which are filed herewith asfollows:
a) Agreement for the 1383 Franchise owned by 9259, Exhibit P-6; b) Agreement for the 460 Franchise owned by 9349, Exhibit P-7; c) Agreement for the 473 Franchise owned by 9349, ExhibitP-8; d) Agreement for the 478 Franchise owned by SSC, Exhibit P-9; e) Agreement for the 1266 Franchise owned by SSC, Exhibit P-10; (collectively, the “Franchise agreements”),
20. Under the Franchise agreements, each plaintiffhas paid to purchasethe rights to operate under the“EdibleArrangements” banner.
IV. CONTRACTS OF ADHESION AND ABUSIVE CLAUSES
21. The Franchise Agreements have all been prepared and drafted by the Franchisor and were imposed on the Franchisees who have not been able to negotiate any oftheir essential clauses.
22. In fact, the Franchise agreements are contracts of adhesion within the meaning ofsection 1379 of the Civil Code of Québec and contain multiple provisions that must be declared abusive and null by this Honourable Court.
23. As an example, the provisions ofthe FranchiseAgreement concerning arbitration and governing law (the “Arbitration provisions”) excessively impose the following on the Franchisees:
a) disputes regarding Edible’s relationship with the Franchisees must be submitted to arbitration to theAmericanArbitration Association;
b) the arbitration must be held within ten (10) miles of Edible’s principal business address, which currently is located in Atlanta, state of Georgia, United States of America;
c) the governing law is the one of the state of Connecticut, United States of America;
d) disputes must be conducted on an individual basis and franchisees may not consolidate disputes.
24. All the Plaintiffs are located and exploit their respective franchises in Québec. It would be excruciatingly and wrongly expensive, not to say impossible, for them
to exercise their rights by way of an American arbitration process under the laws of Connecticut.
25. As will be detailed herein below, the Franchisees have already suffered extensive damages as a result of the Franchisor’s negligence and the Arbitration provisions would be an additional burden that they must bear, especially when considering thatthey could not negotiatesuch provisions.
26. The Arbitration provisions essentially aim to solely benefit the Franchisor, at the whole detriment ofthe Franchisees.
27. The Plaintiffs would need to bear disproportional costs and spend a greatamount of time travelling to the United States of America just to exercise their basic rights.
28. We respectfully submit to this Honourable Court that the Arbitration provisions would have the practical effect of completely precluding the Franchisees from asserting their rights, therefore leaving them at the mercy of the Franchisor.
29. As such, the Arbitration provisions must be declared abusive and null pursuant to section 1437 of the Civil Code of Québec.
V. EDIBLE’S SHORTCOMINGS, BREACHES AND DEFAULTS A. False pre-contractual representations and promises
30. The Franchisees all joined Edible’s franchise network based on the reputation and pre-contractual representations made by the Edible’s representatives.
31. Edible portrayed itself as the creator and world’s largest franchisor of the fresh fruit bouquet category. Edible’s website in fact still contains such pretense, as could be seen from Exhibit P-5.
32. Noticing that no other Edible competitor was available on the market offering comparable services and goods in the province ofQuébec, the Franchisees, who are all located in Québec, saw a tremendous potential in the possibility of growing the Edible brand in this province.
33. From the outset, Edible was made aware of those expectations and encouraged the Franchisees by reassuring them and committing itself to support them by notably providing appropriate French promotional and marketing material, all taking into consideration the specifics of such market such as its predominant language.
34. Many of the false pre-contractual representations were made to the Franchisees by Edible’s franchise development consultant, Mr. Don Schmidt, whom the Franchisees all met prior to entering intothe Franchise Agreements.
35. The Franchisees all informed Mr. Schmidt of their expectations with regards to the development of the Québec market, thewhole, knowing that the Edible brand was not known to the French public but that an important English-speaking communitywas present in Montréal.
36. Mr. Schmidt, as a representative of the Franchisor, not only acknowledged those expectations, but encouraged them.
37. For example, prior to the signature of the franchise agreement, Sara Serafina Silleta and Philomena Silleta, representatives of 9259, were informed by Mr. Schmidt that the business would pay for itself and that they would become millionaires.
38. On that same occasion, Mr. Schmidt also indicated that the French language would not be an issue after Philomena Silleta specifically asked questions about the possibledifficulties with such language.
B. Lack of support and assistance from the Franchisor
39. Edible has failed to provide adequate support and assistance to the Franchisees on both administrative and operational levels.
40. As a result, the Plaintiffs consider that Edible has little or no counterpart for the 6.5% royalty fees thatthey are paying Edible on a continuous basis.
41. The lack of support includes the opening of each store, location selection, the absence of follow-ups, mismanagement of sales reports and the disregard and absolute negligence of Edible for the Québec market specifics.
42. As an example of Edible’s absence of support, Edible has no head office in Canada and its previous representative for Canada, namely Mr. James Cimms (“Mr. Cimms”), did not even havean office in the country.
43. It is needless to say that Mr. Cimms did not provide any timely or sufficient support, especially when considering that he was physically located in the United States, although having approximately 59 Canadian Franchisees under his responsibility at the time.
44. More importantly, Edible’s previous (Mr. Cimms) and current representative for Canada (Mrs. Kelly Turner) do not speak French and Edible simply does not have any adequate Québec representative in charge of supporting its franchisees in that province.
45. As for the opening of Edible stores, the Franchisor does not provide any support in regards to location selection and store selection, in addition to not performing any market research prior to developing a new area or granting a licence to a new franchisee. Indeed, licences are granted with a total disregard of other franchisees’ existing territories or locations.
46. Throughout the years, Edible has still not provided any continuous business operational or administrative support to the Franchisees despite their numerous complaints.
47. What is more, after many years of operation, Edible dissolved its Canadian panel, leaving the Franchisees with no consultative body through which to simply interact with the Franchisor, the whole as appears from a copy of a request by the franchisees to have a dedicated Canadian Panel, Exhibit P-11.
48. Finally, very striking data reveals that the best performing Edible Arrangements store in Québec generated 50% lower sales than the best Edible Arrangements store in Canada, as appears from a copy of this data prepared by Edible, Exhibit P-12. Currently, the best performing Edible Arrangements store in Québec generates 60% lower sales than the bestEdible Arrangements store in Canada. 49. This data is even more appalling as the Montréal market has the best ratio of
stores versus population and should therefore, proportionately, generate amongst the highest sales in the country.
50. The severe underperformance of Montreal’s Edible Arrangement stores can only be explained by the Franchisor’s negligence, continuous default, lack of support and planning, and its failure to properly market and adapt to the Québec French market, as will be further detailed herein below.
C. Marketing shortcomings
51. Edible has failed to adapt its marketing material and strategies to the Québec market.
52. Despite numerous continuous demands by the Franchisees, Edible still has not adapted or planned any Québec specific marketing strategy, notably taking into consideration the particularities of this province such as its language.
53. Indeed, a big portion of Edible's promotions are only available in the United States and some are available in Canada but with the exclusion of the province of Québec, as appears from an example of exchanges with the Franchisor regarding such promotions, en liasse, Exhibit P-13.
54. These marketing shortcomings have a direct effect on the business of the Franchisees, who have seen no benefit to the 2% marketing fees that they are being charged by Edible.
55. The Franchisees have not received their fair share of return for the marketing fees spent over the years.
56. Edible’s website and othermarketing tools are not adapted to the Québec market in that the mainly English marketing materials are rarely provided in French in a
timely fashion and are poorly translated when they are made available. The French language issues will be detailed further herein below.
57. It should also be noted that Edible products are overpriced when compared to similarproducts available on the market.
58. Furthermore, Edible poorly implements promotions and new product launches. 59. As an example of the deplorable management of promotions, the “Jacques
Torres Chocolate Box" promotion for the 2017 Valentine’s Day suffered numerous issuesdueto Edible’sfaulty launch process.
60. Such promotion consisted of the Franchisees purchasing chocolate boxes at a cost of $48 per unit in order to resell them to the publicat a profit for $80per unit. 61. However, when the Franchisees received the products, theywere all shocked to
find out that many boxes had their shelf life already expired.
62. Most of the boxesthat were not expired still had to be liquidated at a break-even price given their close expiration date.
63. At last, the “Jacques Torres Chocolate Box” promotion was a complete failure as it was nearly impossible for the Franchisees to sell them at a profit at the $80 retail price, rendering the whole promotion to be purposeless.
64. Another example of Edible’s marketing neglect is that it overlooked Canadian Thanksgiving of 2018,which resulted in theworst Thanksgiving weekend sales. 65. Moreover, Edible promoted a Canada Day Flag Bouquet during Québec’s 2018
national St-Jean-Baptiste holiday, as appears from a copy of an exchange from Pierre Racine to the Franchisor, Exhibit P-14.
66. It is evident that Edible is completely disconnected from the Canadian market, especially the Québec one, and its marketing shortcomings are outrageously unprofessional and deplorable.
D. Issues with Sales Management System Reports
67. The Sales Management System (hereinafter “SMS”) consists of a software provided by Edible to its franchisees to process client orders and also serves to produce sales reports, shipping details and timesheets.
68. The SMS is consistently problematic and provides incorrect data, making it nearly impossible for the Franchisees to reconcile the exact costs and expenses retrieved from their accounts. The Franchisees therefore have a hard time balancing their sheets based on the information that the SMS is supposed to provide.
69. For instance, many Franchisees also noticed that the Weekly Sales Reports do not necessarily match the Daily Sales Reports produced by Edible, as appears from a copy of an exchange regarding the SMS Weekly Sales Reports problems, Exhibit P-15.
70. Although the SMS’ underperformance and time consuming problems have been brought to Edible’s attention on countless occasions, the issues with this software remain unchanged, as appears from a copy of exchanges with the Franchisor regarding the SMSWeekly Sales Reports problems, ExhibitP-16. 71. The valuable time wasted by the Franchisees because of the SMS problems is
significant and should rather have been invested in the business operation.
72. Moreover, the SMS contains a "Food prep” feature that serves to inform franchisees of how many fruits to cut and prepare. Unfortunately, such feature is constantly wrong and the Franchisees therefore lose time and money on extra cutfruits, as appears from a copy of exchangeswith the Franchisor regarding the Food prep problems, Exhibit P-17.
73. The issues with the SMS, and, more importantly, the lack of remedy to such issues, serveto show Edible’s negligence as afranchisor.
E. Product shipping and inventory problems
74. The Franchise Agreement requires the Franchisees to procure themselves with approved manufacturers, suppliers and distributors which are all imposed by Edible.
75. However, as a result of Edible’s impractical shipping method, the Franchisees constantly have to deal with inventory mismanagement issues.
76. Given that Edible does not have any warehouses in Canada, it rather mainly purchases goods from theAsian market, stores those goods in the United States of America and thereafter ships the selected goods to the Franchisees in Canada.
77. On various occasions, Edible was unable to supply the Franchisees with the necessary products or goods in atimely matter to properly service clients.
78. More significantly, the Franchisees are charged with many custom fees, as well as otherdelivery fees for the shipping ofthe goods and products ordered such as brokerage fees.
79. The shipment of products is so poorly managed by Edible that, for example, when a Franchisee places a single purchase order for different products, those items come at different times and can also come from different locations. As a result, some Franchisees have been overcharged hundreds of dollars for custom
and/or brokerage fees from one (1) single purchase orderof various items, which is simply unacceptable.
80. The issues related to product shipping and inventory have been brought to Edible’s attention numerous times, the whole as appears from exchanges regarding such issues, Exhibit P-18.
81. Although Edible committed itself to refund Franchisees when mistakes are made or when they are being penalized by custom fees, the Franchisees have still not been fully refunded despite numerous requests. There is also no clear mentions in the reportsthatwould allowto track the refunds and charges.
82. It should also be noted that French products are unfairly more expensive than English products, as appears notably from an exchange with the Franchisor, ExhibitP-19.
83. The product shipping and inventory issues caused by the Franchisor, once again, create major frustrations, time loss and damages tothe Plaintiffs.
F. The French Language Issues
84. As it is widely known, the mother tongue of the majority of the population of the province of Québec is French. Although Montreal has a substantial English speaking population, the majority ofitspopulation is still French speaking.
85. Despite Edible’s multiple commitments to adapt to the French market and its pre- contractual representations to this effect, it has failed terribly.
86. In reality, a very low amount of Edible publicity and marketing material is made availablefor French promotions.
87. Even when such publicity material is made available, it either comes in late or is filled with noticeable spelling mistakes.
88. The lack of adaptationto the Francophone market is an example of Edible’s poor planning and lack of professionalism as afranchisor.
89. As a matter of fact, the obvious, blatant and numerous spelling mistakes found in the French marketing materials provided by Edible makes it obvious that the latter gave no attention or seriousness to proper translations. The Franchisees therefore have serious reasons to state that the translations are not rendered by professional translators, as they should be.
90. These language problems, additionally to being disconcerting, also represent violations of the Charter of the French Language (RLRQ, c. C-11).
91. Moreover, Edible’s lack of adaptation to the French markets has been brought to its attention numerous times, as appears from exchanges between the Franchiseesand the Franchisor, ExhibitP-20.
92. In May 2015, during a meeting held at the Marriott Hotel in Ville Saint-Laurent (Québec), Mr. Tariq Farid, founder of Edible, promised, on behalf of Edible, to fullyaddress the French issue.
93. He notably committed that no new material would be issued without having been properly translated into French so that the Franchisees would receive materials in both languages at thesame time.
94. It is needless to say that such commitment has not been respected by Edible. 95. To this day, the French adaptation issues have not been remedied by Edible,
despite their crucial nature, and Edible even turns to itsfranchisees to verify and correct translations.
96. It has become undeniable that Edible chooses to completely neglectthe Québec French-speaking market.
97. As a result of Edible’s shortcomings, the Franchisees have not been able to seize the opportunity to fully embrace the majority French market in Québec and, as such, their sales and business volume is, atbest, stagnant ordeclining.
VI. EXCEPTION FOR NON-PERFORMANCE AND DAMAGES SUFFERED BY THE PLAINTIFFS
98. On or about March 15, 2019, the Franchisees transmitted a Letter of demand and notice of intended litigation, in which they reiterated Edible’s shortcomings and violations of its obligations towards the Franchisees, as appears from a copy ofsaid letter, Exhibit P-21.
99. The problems that have, yet again, been brought to the attention of the Franchisor have still not been remedied.
100. In light of the above and in light of the Franchisor’s total lack of support and assistance, the Plaintiffs are entitled to claim exception for non-performance as provided by the Franchise agreements and section 1591 of the Civil code of Québec.
101. As a result, all future royalty fees and any other sums potentially owed to the Franchisor will be detained in the Plaintiffs’ attorneys' trust account until final judgement is rendered.
102. Furthermore, given the Franchisor’s complete negligence of the Québec market and intentional disregard of the Franchisees’ requests and complaints, the only possible remedy is for the Franchisees to obtain compensation for all amounts invested in this endeavouras well as for loss ofprofits.
103. The substantial damages suffered by the Franchisees are still being evaluated and currentlyamount tothe following sums:
Franchisee Loss of initial investment Damages for non performance and loss of profits
Moral damages Total
9259-5057 Québec Inc. $397,183 $150,000 $30,000 $577,183 9349-7022 Québec inc. $686,500 $300,000 $50,000 $1,036,500 Le Groupe SSC Inc. $749,943 $300,000 $50,000 $1,099,943 Total: $2,713,626
104. The presentapplication if well-founded in fact and in law. FOR THESE REASONS, MAY IT PLEASE THIS COURT TO:
GRANT the present Application;
DECLARE that 9259-5057 Québec Inc. is entitled to the termination of the franchise agreementdated April 17, 2012;
DECLARE that 9349-7022 Québec inc. is entitled to the termination of the franchise agreements dated January 31,2017, and March 24, 2017;
DECLARE that Le Groupe SSC Inc. is entitled to the termination ofthe franchise agreements dated February 18, 2011, and February 27, 2016;
DECLARE the “Governing Law” and “Consent” clauses to Jurisdiction, contained in Agreements P-6, P-7, P-8, P-9 et P-10, “abusive” and therefore null and void; CONDEMN the defendant Edible Arrangements International, LLC to pay 9259-5057 Québec Inc. the sum of $577,183, saufà parfaire, plus interest at the legal interest rate, starting from the date of the letter of demand, plus the additional indemnityprovided for in Article 1619 of the Civil Code of Québec;
CONDEMN the defendant Edible Arrangements International, LLC to pay 9349-7022 Québec inc. the sum of $1,036,500, sauf à parfaire, plus interest at the legal interest rate, starting from the date of the letter of demand, plus the additional indemnity provided for in Article 1619 of the Civil Code of Québec; CONDEMN the defendant Edible Arrangements International, LLC to pay Le Groupe SSC Inc. the sum of $1,099,943, sauf à parfaire, plus interest at the legal interest rate, starting from the date of the letter of demand, plus the additional indemnityprovided for in Article 1619 of the Civil Code of Québec
THE WHOLE with legal costs.
Fasken Martineau DuMoulin LLP Attorneys for the Plaintiffs
MONTRÉAL, this 14th day of February, 2020
800Victoria Square, Suite 3700 P.O. Box 242
Montréal, Quebec H4Z1E9 Fax number: +1 514 397 7600 Mtre Frédéric Gilbert
Phone number: +1 514 397 5232 Email: [email protected] Mtre Xin JiaWang
Phone number: +1 514 397 5187 Email: [email protected]
SUMMONS
(art. 145 and following C.C.P.)
Take notice that the plaintiff has filed this originating application in the office of the Superior Court in the judicial districtof Montréal.
You must answer the application in writing, personally or through a lawyer, at the Montréal courthouse situated at 1 Notre-Dame Street East, Montréal, Quebec, H2Y 1B6 within 15 days of service of the application or, if you have no domicile, residence or establishment in Québec, within 30days. The answer must be notified to the plaintiff’s lawyeror, if the plaintiff is not represented, to the plaintiff.
If you fail to answer within the time limit of 15 or 30 days, as applicable, a default judgment may be rendered againstyou without further notice and you may, according to the circumstances, be required to pay the legal costs.
In your answer, you muststate your intention to: • negotiate a settlement;
• propose mediation to resolve the dispute;
• defend the application and, in the cases required by the Code, cooperate with the plaintiff in preparing the case protocol that is to govern the conduct of the proceeding. The protocol must be filed with the court office in the district specified above within 45 days after service of the summons or, in family matters or if you have no domicile, residence orestablishment in Québec, within 3 months after service;
• propose a settlement conference.
The answer to the summons must include your contact information and, if you are represented bya lawyer, the lawyer’s name and contact information.
You may ask the court to refer the originating application to the district of your domicile or residence, or of your elected domicile orthe district designated by an agreement with the plaintiff.
If the application pertains to an employment contract, consumer contract or insurance contract, or to the exercise of a hypothecary right on an immovable serving as your main residence, and if you are the employee, consumer, insured person, beneficiary of the insurance contractor hypothecary debtor, you may ask for a referral to the district of your domicile or residence or the district where the immovable is situated or the loss occurred. The request must be filed with the special clerk of the district of territorial jurisdiction after it has been notified to the other parties and to the office of the court already seized of theoriginating application.
If you qualify to act as a plaintiff under the rules governing the recovery of small claims, you may also contact the clerk of the court to request that the application be processed according to those rules. If you make this request, the plaintiff’s legal costs will not exceed those prescribed for the recovery ofsmall claims.
Within 20days after the case protocol mentioned above is filed, the court may call you to a case management conference to ensure the orderly progress of the proceeding. Failing this, the protocol is presumed to be accepted.
In support of the originating application, the plaintiff intends to use the following exhibits: EXHIBIT P-1: État des renseignements d’une personne morale from the Registre
des entreprises of 9259-5057 Québec inc
EXHIBIT P-2: Étatdes renseignements d’une personne morale from theRegistre
des entreprises of 9349-7022 Québec inc
EXHIBIT P-3 État desrenseignementsd’unepersonne morale from theRegistre
des entreprises ofLe Groupe SCC Inc.
EXHIBIT P-4 Excerpt ofthe Georgia Corporations Division of Edible Arrangements International LLC EXHIBIT P-5 EXHIBIT P-6 EXHIBIT P-7 EXHIBIT P-8 EXHIBIT P-9 EXHIBIT P-10 EXHIBIT P-11 EXHIBIT P-12 EXHIBIT P-13 EXHIBIT P-14
Extract of EdibleArrangements’ website
Franchise agreement for franchise number 1383 Franchise agreement for franchise number 460 Franchise agreement for franchise number 473 Franchise agreement for franchise number 478 Franchise agreement for franchise number 1266
Request by the franchisees to have a dedicated Canadian Panel Sales data prepared by Edible
Exchangeswith Edible regarding promotion issues, en liasse
Exchangewith Edible regarding Québec’s 2018 national St-Jean-Baptiste holiday
EXHIBIT P-15 Exchange with Edible regarding the SMS Weekly Sales Reports that do not match the Daily Sales Reports
EXHIBIT P-16 Exchanges with Edible regarding the SMS Weekly Sales Reports problems, en Hasse
EXHIBIT P-17 EXHIBIT P-18
Exchanges with Edible regarding the Food prep problems, en liasse Exchanges with Edible regarding product shipping and inventory issues, en liasse
EXHIBIT P-19 EXHIBIT P-20 EXHIBIT P-21
Exchange with Edible regarding higher prices for French products Exchanges with Edible regarding French market issues, en liasse Letter of demand and notice of intended litigation dated March 15, 2019
These exhibits are available upon request.
Ifthe application is an application in the course of a proceeding or an application under Book III, V, excepting an application in family matters mentioned in article 409, or VI of the Code, the establishment ofa case protocol is not required; however, the application
SUPERIOR COURT DISTRICT OF MONTRÉAL LOCALITY OF MONTRÉAL 9259-5057 QUÉBEC INC. -and-9349-7022 QUÉBEC INC. -and-LE GROUPE SSC INC. Plaintiffs V. EDIBLE ARRANGEMENTS INTERNATIONAL, LLC Defendant 10644/317341.00001 BF1339 ORIGINATING APPLICATION (Damages) Amount in dispute: $2,713,626 ORIGINAL Fasken Martineau DuMoulin LLP
800 Victoria Square, Suite 3700 P.O. Box242
Montréal, Quebec H4Z1E9
