Law360 Canada ( October 15, 2021, 2:35 PM EDT) -- Appeal by 636222 Canada inc. (“Createch”) from a judgment of the Quebec Court of Appeal that affirmed the trial judgment that held a non-liability clause in the parties’ contract was inoperative. In 2008, the respondent Prelco inc, a manufacturer, contracted with Createch to provide software and professional services to implement an integrated management system at Prelco. Prelco asked for no changes to the proposed general conditions during negotiation of the contract. The contract stipulated that Createch’s liability to Prelco for damages that could be attributed to any cause was limited to amounts paid to Createch under the contract. It further provided Createch could not be held liable for any damages resulting from the loss of data, profits or revenue or from the use of products. After the system was implemented, several problems arose. Prelco terminated the contract in 2010 and hired another firm. It commenced an action against Createch for $6,246,649 for reimbursement of an overpayment, costs for restoring the system, claims from customers, and lost profits. Createch cross-applied for $331,134, the unpaid balance for the project. The Superior Court granted Prelco’s application and ordered Createch to pay Prelco $2,203,400 in damages. It also allowed Createch’s cross-application. It found the non-liability clause was inoperative on the basis of the doctrine of breach of a fundamental obligation as Createch breached its fundamental obligation under the contract by adopting an erroneous approach to the project. The Court of Appeal dismissed Createch’s appeal on the non-liability clause and Prelco’s cross-appeal on the calculation of damages....