Tuesday October 25 2022
Bill 96, an Act Respecting French, The Official and Common Language of Québec
Bill 96, An Act Respecting French, the Official and common language of Québec (hereinafter “Bill”) was given assent on June 1st, 2022. The purpose of the Bill is to reinforce French as the official language of Québec, a statement that we see in the first lines of the explanatory notes. The Bill also brings a new perspective on labour law, enterprises and makes several amendments to the Charter of the French language. Furthermore, the Bill makes amendments in Civil administration and imposes French to be used exclusively and in an exemplary manner. However, this article will focus on contracts and how the Bill will change transactions and the language of commerce and business in Québec.
The Bill states that there is a “strengthening” of provisions relating to the drafting of documents, such as immovable property contracts. Section 45 of the Bill, which amends section 55 of the Charter of the French language (hereinafter “Charter”) brings changes to various types of contracts. For example, section 55 previously read:
Contracts predetermined by one party, contracts containing printed standard clauses, and the related documents, must be drawn up in French. They may be drawn up in another language as well at the express wish of the parties.
Section 45 of the Bill brings changes to the previous version. For example
- 1 - by striking out “ contracts containing printed standard clauses,”;
- 2 - by replacing the second sentence by the following sentences: “The parties to such a contract may be bound only by its version in a language other than French if, after its French version has been remitted to the adhering party, such is their express wish. The documents related to the contract may then be drawn up exclusively in that other language.”;
- 3- by adding the following paragraphs at the end: “No party may, unless the French version of the contract referred to in the first paragraph has been given to the other party and that party has explicitly expressed willingness in that regard,
- make the other party adhere to a contract of adhesion drawn up in a language other than French; or
- send the other party a document related to that contract if the document is drawn up in a language other than French. No party to a contract referred to in the first or fifth paragraph may require from the other party any sum whatsoever for the drawing up of the French version of the contract or of the related documents.
It is important to understand the differences that the amendments bring. Contracts predetermined by one party, or contracts of adhesion, according to section 1379 of the Civil Code of Québec are contracts in which the essential stipulations were imposed or drawn up by one of the parties, on his behalf or upon his instructions, and were not negotiable. A typical example of a contract of adhesion is an insurance contract, where one party essentially imposes the essential stipulations of the contract.
With the amendment to the Charter, section 45, paragraph 2 of the Bill brings forth an addition by stating that the parties to a contract of adhesion (e.g., an insurance contract) can only receive said contract in another language if the French version has been given to the adhering party and that they expressly state that they wish to receive a version in another language.
In other words, one cannot get an English version of a contract of adhesion without (1) receiving the French version first and (2) expressing their desire to receive said contract in another language. What is also interesting is that section 45, paragraph 2 also states that the parties, “may be bound only by” which seems to bring forward the idea that if an English contract is drawn up without respecting the two conditions mentioned, said contract is not binding between the parties. With no current jurisprudence on the matter yet, we will have to wait to see if this matter is brought to the courts.
There is an addition to section 55 of the Charter by section 45 of the Bill, that of the third paragraph, which specifies that no party can adhere to a contract unless the French version has been given to the party in question. The related documents must also be in French, and no sum of money may be asked to draw up a contract in the French language.
It will be interesting to see the new developments of the bill considering that there are several sections that are currently suspended for review by the court, and, also, how this will affect commerce and businesses in Québec.
Me Emmanuel Kouzelis
With the collaboration of James Patterson
Alepin Gauthier Avocats Inc.
This text contains legal information of a general nature and should not replace legal advice with a lawyer or notary who will take into account the particularities of your situation.Contact us