In the Henry decision rendered on January 16, 2026,1 the Professions Tribunal reiterated what framework applies to a guilty plea in disciplinary matters. In this case, the professional had pleaded guilty during his conviction hearing. After having ascertained that his pleas were made freely and voluntarily, the Disciplinary Council of the Ordre des dentistes (the “Council”) declared him guilty. However, the Council had not ensured that the professional admitted to the facts relating to the key elements of the offences at issue. During the penalty hearing, the professional raised questions about his guilty pleas. Although the Council had considered whether his pleas were valid and whether to withdraw them and return the case to a conviction hearing, the hearing continued and penalties were imposed on the professional. On appeal of the Council’s decision, the Professions Tribunal concluded that the Council had erred in accepting the professional’s guilty pleas when it had become clear that he denied the facts put forward in support of the charges against him. The Professions Tribunal concluded that the Disciplinary Council of the Ordre des dentistes had erred in accepting the appellant’s guilty plea when it had become clear that he denied the facts put forward in support of the charges against him.   The Professions Tribunal reasons were based on the following: The Professional Code2 contains no specific provisions governing the entering of a guilty plea.3 In the absence of specific rules, disciplinary law can draw inspiration from the criteria developed in criminal and penal law.4  By pleading guilty, the professional waives their right to a formal investigation and associated procedural safeguards.5  Pleading guilty is a significant decision in disciplinary proceedings, as it inevitably brings the investigation to a close and has detrimental consequences on the professional who pleads guilty.6 This decision serves as a reminder of the two-prong test7 a Disciplinary Council must use to accept a guilty plea: Admission by the professional: The professional must have formally admitted to the key legal elements of the offence.8 To be valid, a guilty plea must be voluntary, unequivocal and made with full knowledge of its effects and consequences.9 Acceptance by the Council: The Council may only accept the plea after ensuring that the professional knows and understands the nature of the offence they are charged with and the effects of their guilty plea. The Council must also confirm that the professional admits to the facts relating to the key elements of the offence in question.10 This decision also introduces the requirement to submit a joint statement of the facts11 or provide an account of the facts that led to the offences in order to properly contextualize them.12 Failure to comply with these requirements could result in the professional’s guilty plea being contested or dismissed by the Disciplinary Council. More recently in the Fernandez decision,13 the Disciplinary Council of the College des médecins was called upon to rule on whether the requirements of the Henry decision applied, in particular regarding the filing of a joint statement or account of the facts giving rise to the offences. In this case, the Council had taken cognizance of the Henry decision after having accepted the professional’s guilty plea, and no joint statement had been filed. After allowing the parties to present their observations, the Council declared itself satisfied with the parties’ claims that the Fernandez case differed from the Henry case in that Dr. Fernandez had admitted to the facts relating to the essential elements of the charge, that he had filed a 17­­-page statement, and that the Syndic had filed documents containing the accounts of eight patients. It will be interesting to follow how case law will develop on this issue to confirm what direction the various disciplinary councils will take. The members of Lavery’s professional and disciplinary law team regularly represent professional orders and professionals. They are available to advise you and answer your questions. Summary A guilty plea may expedite the disciplinary process, but it has the effect of depriving the accused professional of certain procedural safeguards. It is important to ensure that the conditions of validity and acceptance of a guilty plea are met, otherwise it may be dismissed or overturned on appeal. Summary evidence must be taken before a professional pleads guilty, whether it be through the filing of a joint statement of facts, the presentation of an account of the facts by one of the parties or the submission of documentary evidence. Henry c. Dentistes (Ordre professionnel des), 2026 QCTP 1 2 CQLR C-26. Henry c. Dentistes (Ordre professionnel des), 2026 QCTP 1, para. 24 Id. Id. Id., para. 27 Id., para. 25 Id., para. 26 Id., para. 28 Id., para. 27 and 29. Id., para. 30 Id., para. 31 Médecins (Ordre professionnel des) c. Fernandez, 2026 QCCDMD 5

The Court of Appeal intervenes in an interpretation dispute between a general contractor and its builders risk insurance carrier, the latter declining to indemnify the former for certain financial losses resulting from a flood that occurred at a construction site. FACTS General contractor CRT Construction Inc. (“CRT”) was charged with construction work by the City of Montréal (the “City”) in May 2017 at the Atwater drinking water treatment plant, a major project that included building several structures for underground water management. The City required CRT, among other things, to purchase builders risk insurance, which it did from the defendant insurer (the “Insurer”). At the time of securing the insurance, a flood coverage extension was taken out by way of endorsement, given the construction site’s proximity to a water source (the “Endorsement”). On November 12, 2017, a major flood occurred on site. The ensuing corrective work undertaken at the breach lasted around four (4) months. During this time, although CRT was able to continue a portion of the construction work (50%), the other portion remained at a standstill as it gave way to the repair work. A forensic accountant was hired by the Insurer to assess the extent of the damages allegedly sustained and claimed by CRT.1 These fall into two (2) categories: 1) costs incurred to repair the breach and restore the construction site2 (the “Costs of Repairs”) and 2) additional costs associated with construction delays3 (the “Additional Costs”). The Insurer agreed to indemnify CRT for the Costs of Repairs, but not for the Additional Costs. TRIAL Hence, the Superior Court of Québec was asked to study the policy at hand—including the Endorsement—and to decide the fate of CRT’s claim for the Additional Costs. The builders risk insurance policy provided that the base coverage included damage to “[translation] insured property arising from those perils designated as covered”. The term “property” referred to that property “located at the ‘construction site’”. The “cost of making good […]”, as well as “damage caused directly or indirectly by the interruption of construction […]” and “by delay, loss of market or loss of use”, were, on the other hand, excluded. However, the Endorsement provided that “[translation] coverage extends to direct physical loss or damage caused to insured property by a ‘flood’ occurring at the ‘construction site’ […]” and that damage resulting from a flood, under any coverage offered, were to be adjusted as one claim. Relying on the definition of “Sinistre” [“Occurrence”]4 included in the Endorsement, CRT contended that the extension of coverage applied to any type of damage, provided it resulted from a flood, such an interpretation being in keeping with CRT’s expectations, at the time of securing the insurance, to be fully covered in the event of flooding. The Insurer, however, argued the opposite: both the base coverage and the extension of coverage under the Endorsement applied only to direct damage to the insured property, the consequences of any delays otherwise being excluded. The trial judge agreed with the interpretation put forward by CRT and held that the claim for Additional Costs was admissible on grounds that: The Insurer viewed the flood as one and the same “Occurrence”—as it caused all costs claimed to be assessed, and the Costs of Repairs to be reimbursed to CRT, it follows that the Additional Costs should also be indemnified; The Insurer was unable to establish the applicability of any exclusion, and any ambiguity should be construed in favour of the insured; The definition of “Occurrence” included in the Endorsement provided for broad and complete coverage of any damage resulting directly or indirectly from a flood occurring at the construction site; and This interpretation, moreover, was in keeping with CRT’s reasonable expectations at the time of securing the insurance. APPEAL The Court of Appeal overturned the trial judgment. The interpretation upheld at trial did not take into account the true purpose of the insurance coverage, which is the cornerstone of the analytical framework. The Court recalled in passing the well-known three-stage test.5 Having found that the insurance coverage under the Endorsement applied in the event of a flood and thus simplifying the dispute, the Court of Appeal held that the terms of such Endorsement were clear and unequivocal: this extended coverage was limited to “[translation] direct damage to insured property”.6 Any losses of a different nature, such as the Additional Costs in the present case, were not included. There is no basis for resorting to the definition of “Occurrence” and doing so would have had the undesirable effect of unduly extending the coverage provided by the Endorsement. Relying on the Endorsement’s structure as a whole, the Court found that the definition of “Occurrence” was not meant to define coverage, but rather to implement the applicable deductible and limit of insurance. COMMENTS This decision is a practical reminder of the framework for interpreting an insurance policy and, further, of the overarching criterion that is the true purpose of coverage. Keeping this purpose and analytical framework in mind helps with interpretation, and also when it comes to resolving issues arising from a misalignment of an insured’s expectations with the insurance protection secured. It is also interesting to note the consideration of the text’s structure, in addition to its wording, as a guideline for analysis. Moreover, a review of this kind requires that the insurance policy as a whole be considered, rather than isolating the endorsements that are added to it and modify coverage. This is also the purport of the Supreme Court of Canada’s recent decision in Emond v. Trillium Mutual Insurance Co.7 It is worthy of note that the assessment was produced without taking into account the coverage under the builders risk insurance policy. Cleaning, securing and repairing the site. Additional wages and per diems, workers’ inefficiency, wage indexing and cost increases, plus administrative costs and loss of profits. “[Translation] ‘Occurrence’: all loss or damage attributable directly or indirectly to one cause or a series of similar or related causes. All such loss or damage shall be treated as one (1) and the same ‘occurrence’.” Namely, 1) proof by the insured that the claim is included in the insurance coverage provided, 2) proof by the insurer of the applicability of an exclusion and 3) proof by the insured of the applicability of an exception to the exclusion. Our emphasis. 2026 SCC 3. See para. 36 of the decision: “[36] Endorsements are not self-contained and standalone contracts disconnected from the insurance policy of which they form a part. An endorsement “changes or varies or amends the underlying policy” (Pilot Insurance Co. v. Sutherland, 2007 ONCA 492, 86 O.R. (3d) 789, at para. 21). Some endorsements may be “comprehensive on the subject of the particular coverage provided in the endorsement”, but they are still “built on the foundation of the policy” (ibid.; see also Pickford Black Ltd. v. Canadian General Insurance Co., [1977] 1 S.C.R. 261, at pp. 265-66). It follows that endorsements do not change the generally advisable order. Aspects of the endorsement that affect coverage are considered as part of the coverage conferred by the insurance contract, aspects that create exclusions are considered later, followed by any exceptions to the exclusions created.”

In a recent decision1, the Quebec Court of Appeal examined an insurer's duty to defend under a directors and officers errors and omissions insurance policy in a dispute involving non-competition obligations. FACTS From 2016 to 2020, the appellant, Alain Déry ("Déry"), held the position of Vice President of Sales and Marketing for a U.S. company operating in the field of magnesium recycling, Advanced Magnesium Alloys Corporation ("Armacor"). He was bound by non-competition and confidentiality agreements. Starting in 2018, while still employed, he nevertheless collaborated with a competing Canadian company, Alliance Magnésium Inc. ("Alliance"), by providing it with confidential business information. In October 2019, talks began between Alliance and Déry regarding the latter's potential position within the company. These discussions came to fruition in March 2020, when Déry and Alliance agreed that he would take on the role of Vice President of Business Development starting in January 2021. In June 2020, however, Déry was immediately dismissed by Armacor when his practices were finally revealed. Armacor promptly filed injunctive proceedings in U.S. courts against both Alliance and Déry. In the fall of 2020, the parties reached an agreement whereby Déry undertook not to work for Alliance and disclose sensitive information about Armacor to it. This agreement was not honoured. Alliance's insurers assumed its defence, but not Déry's, a right he claimed, suggesting that given his significant contribution to Alliance's activities and the nature of the tasks he performed for it, he was a de facto officer. According to this proposition, he qualified as an officer under Alliance's directors and officers errors and omissions policy. Dissatisfied with the denial of coverage, Déry brought the matter before the Quebec courts by means of a Wellington-type application to force the insurers' hand. FIRST INSTANCE The trial judge dismissed Déry's application. The allegations rather indicate that at the time of the alleged events, Déry was an officer of Armacor, not Alliance. Déry had also formally committed to no longer work for Alliance in 2020. The fact that he shared sensitive business information with Armacor and then used it at Alliance to the latter's advantage did not make him a de facto officer, however beneficial that sharing of information may have been. Still dissatisfied, Déry appealed the decision. APPEAL The appeal panel first reiterated the well-known principles of the duty to defend, which, as a reminder, apply regardless of the type of policy involved. Following the analysis of the trial judge, this duty was examined in light of the allegations in the proceedings and the supporting evidence, keeping in mind the true purpose of the claim. The Court then concluded that both his obligations as an employee of Armacor and his subsequent commitments in connection with the U.S. legal proceedings precluded Déry from working for Alliance. Moreover, none of the allegations suggested that he was an officer of the Canadian company. Incidentally, the Court noted that Déry's claims contradicted those set out in the affidavit filed in support of his Wellington-type application. While he claimed to have made a major contribution to Alliance's business, he stated under oath that he did not have full knowledge of how it was used. CONCLUSION Although at first glance this decision appears to be a simple application of facts—albeit unusual ones—to recognized and well-established legal principles, it certainly serves as a reminder of the framework for analyzing the duty to defend: the question is whether the action, by its true nature reflected by the allegations, falls within the scope of the coverage offered. This true nature remains the key criterion. Potential defences should not be used to divert or complicate the analysis; resorting to them may even play against the person claiming coverage, as in this case. This decision highlights the increasingly creative claims that insurers are facing. In an era of costly justice, whether to assert or defend rights, the significant financial risks associated with claims invariably lead to a proliferation of such claims and debates. Keeping the analytical framework in mind allows us to better understand the scope of the coverage and make more informed decisions. Déry c. Arch assurances Canada ltée, 2025 QCCA 179