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Doing Business in Québec? Make Sure You Comply with Its New French Language Laws

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Doing Business in Québec? Make Sure You Comply with Its New French Language Laws Aquilina Law July 16, 2022

Doing Business in Québec? Make Sure You Comply with Its New French Language Laws

With the recent adoption of Bill 96 (An Act respecting French, the official and common language of Québec), companies doing business in Québec should review their products and services to ensure compliance with the province’s new language requirements.

Among the numerous changes brought forward by Bill 96 to the Charter of the French Language, Québec’s principal language law, the two that are most likely to impact an out-of-province or foreign company’s business in Québec are examined below.

Contracts

First, all “contracts of adhesion” must now be translated to French. A contract of adhesion is a contract in which the essential stipulations are imposed or drawn up by one of the parties, on the party’s behalf or upon the party’s instructions, and are non-negotiable. The best example of a contract of adhesion is a standard form contract or a pre-printed agreement. This new rule also applies to contracts that are partly negotiable, but that nevertheless contain non-negotiable boilerplate clauses (clauses-types in French).

It has been a long-standing practice for contracts with a Québec-based party to simply include a clause that confirmed the parties’ consent to be bound by a contract drafted in a language other than French. Traditionally, such a clause was virtually the only French provision in the contract.

Bill 96 changes the landscape by mandating that businesses may only use the English version of an adhesion contract with the other party’s express consent, given after the party consults the French version.[1] This means that businesses must inevitably prepare a French version of all their standard or pre-printed contracts, should they intend to use them in Québec. Similarly, a French version of all documents accompanying a contract of adhesion should also be prepared, as such documents must be provided in French, if the consent above is not obtained.

Trademarks

With the adoption of Bill 96, businesses should review their non-French trademarks used in signage, labelling and advertising.

Previously, all “recognized” trademarks could be used on their own, as long as no French counterpart was registered under the Trademarks Act. Bill 96 now mandates that only “registered” trademarks may be used and only if no French version is registered as well.[2]

This means that common law trademarks composed of words in any language other than French are no longer acceptable for public display. Businesses should register their foreign-language trademarks in Canada before selling and marketing products that are labelled with such trademarks in Québec.

Consequences of non-compliance

In case of violation of the above rules, the entire contract could be voided, leaving the business in a very different legal position than that prevailing under the contract.[3] In fact, the court will nullify the contract unless a party successfully proves that no prejudice was suffered from the violation of the applicable French language rule.[4] We will need to wait for a court ruling to fully grasp how the absence of prejudice can be proven; for example, will it be sufficient to demonstrate that the party seeking to void the contract understands English. If the prejudiced party prefers that the contract be maintained despite the violation, it may ask for a reduction of its obligations.[5]

At Aquilina Law, we are qualified to practice law in Québec and understand the challenges and opportunities of doing business in this market. Contact Aquilina Law today to see how we can help your company’s business grow in Québec.

This article is intended for informational purposes only and should not be taken as legal advice. For legal advice, please contact Aquilina Law directly.

[1] Section 44 of Bill 96.

[2] Section 47 of Bill 96.

[3] New section 204.17 of the Charter of the French Language.

[4] New section 204.20 of the Charter of the French Language.

[5] New section 204.19 of the Charter of the French Language.

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