Abusive clause (Quebec)

A franchise agreement in Quebec may be a contract of adhesion. Article 1379 defines that as one whose essential stipulations were imposed or drawn up by one of the parties, on its behalf or on its instructions, and were not negotiable. Whether a given agreement meets that description depends on how it was drawn up and negotiated. See what to check in a franchise agreement.

What article 1437 says

The Code adds that a clause departing so far from the fundamental obligations arising from the rules normally governing the contract that it changes the nature of the contract is an abusive clause. Under art. 1438, a null clause does not make the contract invalid in other respects unless it is apparent that the contract may be considered only as an indivisible whole. Éducaloi, a Quebec legal-information service, notes that the circumstances and benefits of the contract for those involved are considered.

Ontario, for comparison

This is a Civil Code rule, and this entry covers Quebec, with Ontario as the only comparison; check the rules in the province where the business is. Ontario’s Arthur Wishart Act, s. 3, says every franchise agreement imposes on each party a duty of fair dealing in its performance and enforcement. Ask a Quebec lawyer which clauses were negotiated and which were not, and whether any term of the agreement could be called abusive.