Good faith under the Civil Code of Québec

A buyer or seller in Quebec meets good faith while negotiating a deal, while performing the purchase agreement and when ending it. The Supreme Court of Canada, in Bhasin v. Hrynew, described the Code as recognizing a broad duty of good faith that extends to the formation, performance and termination of a contract and includes the notion of the abuse of contractual rights. For the wider picture, see civil law and business sales in Quebec.

What the three articles say

• Article 6: every person is bound to exercise his civil rights in accordance with the requirements of good faith.
• Article 7: no right may be exercised with the intent of injuring another or in an excessive and unreasonable manner, and therefore contrary to the requirements of good faith.
• Article 1375: the parties shall conduct themselves in good faith both at the time the obligation arises and at the time it is performed or extinguished.

What to ask

In Bhasin the Court noted that good faith in Quebec civil law has a subjective aspect, which concerns the state of mind of the actor, and an objective aspect, which asks whether conduct is unacceptable according to the standards of reasonable people. Ask a Quebec lawyer how these articles apply to the conduct in your deal. This entry covers the Civil Code only. The common-law rule is a separate one, covered in duty of honest performance.