Contract of adhesion (Quebec franchise)

A Quebec franchise buyer may be handed a standard-form agreement. The Civil Code of Québec does not mention franchises, so the question is whether the Code’s test in art. 1379 is met in that deal. Éducaloi describes an adhesion contract as one where a party can impose the terms on the other with no real opportunity to negotiate.

What the Code adds

Where a contract is one of adhesion, the Code gives the adhering party specific protection. Under art. 1432, a doubtful contract is interpreted against the person who stipulated it and, in all cases, in favour of the adhering party. Article 1435 makes an external clause null if, when the contract was formed, it was not expressly brought to the adhering party’s attention, unless the other party proves the adhering party otherwise knew of it. Article 1436 makes null a clause illegible or incomprehensible to a reasonable person if the adhering party suffers injury from it, unless an adequate explanation of the clause was given. Article 1437 makes an abusive clause null, or the obligation reducible.

What to ask

• Which essential terms, if any, the franchisor was willing to change
• Whether the franchisor’s manuals or policies were brought to your attention
• Whether the dispute involves a clause that is unclear or one-sided

Compare it with the franchise agreement entry and what to check in the franchise agreement.