Quebec franchise good-faith obligations

A buyer or seller of a Quebec franchise meets this term when a franchise agreement is reviewed for fairness. The Canadian Franchise Association says Quebec is one of the only Canadian legal jurisdictions without specific franchise legislation, and that the core legal body is the Civil Code of Quebec and court precedents.

What the Civil Code says

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

Article 1379 defines a contract of adhesion 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. Under article 1437, an abusive clause in a consumer contract or contract of adhesion is null, or the obligation may be reduced.

What to ask

• Which terms of the franchise agreement were actually negotiable, and which were not.
• Which of those articles a Quebec lawyer says could apply to a particular clause.
• How disclosure works in the provinces that have franchise disclosure Acts: see the answer on which provinces have franchise disclosure laws.