In a judgment rendered on January 12, 2026, the Court of Québec (Small Claims Division) was called upon to settle a dispute between a co-owner, his syndicate and several directors, both current and former. Although the claim was dismissed in its entirety, notably due to prescription and the absence of proof of fault, the decision stands out for the quality of its analysis regarding the governance of the syndicate, in particular the rules governing the composition of the board of directors, the method of appointment and the management of vacancies during a term of office.
A dispute revealing tensions related to governance
The dispute was based on multiple complaints, some concerning the management of noise complaints and others, more structural, targeting the manner in which the directors had been elected or replaced. It is on this second aspect that the judgment is of particular interest.
Reminder of the legal foundations applicable to the board of directors
The Court first recalls that the syndicate of co-owners is a legal person whose administration is entrusted to a board of directors. The declaration of co-ownership constitutes a genuine contract binding the co-owners and the syndicate, and it governs both the composition and the functioning of the board. In the absence of specific provisions, the Civil Code of Quebec applies on a supplementary basis.
The judge also emphasizes the status of directors, described as mandataries of the legal person. In this capacity, they must act with prudence, diligence, honesty and loyalty, in the interest of the syndicate. Their personal liability may only be engaged in the presence of a distinct fault, committed outside the normal exercise of their duties.
Elections and candidacies: the absence of an individual right to sit
With respect to elections to the board of directors, the Court clearly rejects the idea that a co-owner could claim an acquired right to be elected or maintained in office. The fact that a candidate was not elected, or that personal considerations influenced the decision of certain directors to stand or not, is not sufficient to demonstrate an irregularity, provided that the electoral process complies with the rules set out in the declaration of co-ownership.
The judgment thus recalls that the election of directors is a matter of collective will expressed at a meeting, according to the prescribed procedures, and not of a subjective right enforceable against the syndicate or the other co-owners.
Vacancy on the board of directors: strict regulation, but rights to be exercised
The most enlightening development of the judgment, however, concerns the management of a vacancy within the board of directors. The Court recalls that the declaration of co-ownership expressly provides for the manner in which such a vacancy must be filled. It may be filled, on an interim basis, by the directors in office, or by the holding of a special meeting when the prescribed conditions are met.
In this case, the judge notes that the replacement carried out following the resignation of a director did not appear to be strictly in accordance with the terms of the declaration. However, he strongly emphasizes that the dissatisfied co-owner took no steps to have the situation corrected, in particular by requesting the convening of a special meeting, even though the declaration offered him that possibility.
Reminder of the applicable legal foundations
The Court first recalls that the syndicate of co-owners constitutes a legal person whose administration is entrusted to a board of directors, in accordance with the framework provided by the Civil Code of Quebec and the declaration of co-ownership. In this respect, the judge expressly states that:
“The Declaration must be interpreted as a contract binding the owner of one or more units (fractions) and the syndicate of co-ownership and, in the absence of specific provisions in the Declaration, the articles of the Civil Code of Quebec apply on a supplementary basis.” It echoes in particular the analysis developed by the authors Yves Joli-Cœur and Charlotte T. Fortier, according to which “the declaration of co-ownership is an agreement, even a ‘code of living’, which organizes and regulates the collective life of co-owners and occupants of the immovable. This agreement defines in particular their rights and obligations”.
Director who is not a co-owner: a welcome clarification
Finally, the Court confirms that a director may remain in office even if he ceases to be a co-owner, where the declaration of co-ownership expressly allows it. This clarification, often misunderstood, serves as a reminder that the status of co-owner is not necessarily an essential condition for exercising the office of director.
To consult the judgment in full: Wahba c. Syndicat des copropriétaires du 3330, boul. Le Carrefour
WHAT YOU SHOULD KNOW! The declaration of co-ownership is the keystone of the rules governing the composition and functioning of the board of directors. It prevails over practices and informal agreements.
WHAT TO KEEP IN MIND: A co-owner has no acquired right to sit on the board of directors: only a regular election or a replacement mechanism provided for in the declaration can give access to it.
WARNING ! In the event of a vacancy or irregularity, the inaction of the co-owner may defeat any remedy. The mechanisms for convening a meeting must be used without delay.
