In what language must a business sale agreement be written in Quebec?

Quebec’s Charter of the French language sets a language rule for contracts, and a business sale agreement can fall under it. This page covers Quebec only. What the rule requires turns first on whether the agreement is a contract of adhesion, which depends on how it was prepared and whether its terms could be negotiated.

Contracts pre-determined by one party

Section 55 says contracts pre-determined by one party, and the related documents, must be drawn up in French. The parties may be bound only by a version in another language if, after the French version has been remitted to the adhering party, such is their express wish. The Office québécois de la langue française says that since 1 June 2023, any new contract of adhesion must first be remitted in French, and that if the French and other-language versions differ in content, the adhering party may rely on either.

Adhesion or mutual agreement

Article 1379 of the Civil Code of Québec defines a contract of adhesion as one whose essential stipulations were imposed or drawn up by one party, on that party’s behalf or instructions, and were not negotiable. Any other contract is a contract by mutual agreement. Whether a particular sale agreement is one or the other is a question of fact to put to a Quebec lawyer.

Exceptions and standard-clause contracts

Section 55 lists contracts its first paragraph does not apply to, including a contract of employment and a contract used in relations with persons outside Québec. Apart from a contract of employment, a contract of adhesion or a contract containing standard clauses to which the first paragraph does not apply, and the related documents, must be drawn up in French, but may be drawn up in another language if such is the parties’ express wish. Whether that wording reaches a negotiated sale agreement is a question for your lawyer. The Office lists the latter as contracts with a natural person who is not resident or domiciled in Québec, or with a legal person or enterprise whose head office or establishment is outside Québec.

Article 1385 of the Civil Code says a contract is formed by the sole exchange of consents between persons with capacity, unless the law requires a particular form as a condition of formation or the parties subject formation to a solemn form. Ask your lawyer which provisions apply to your agreement.