Commercial contracts in Quebec

Commercial contracts

The right clause is not
the one that reassures today.

A commercial contract does two things: it frames a relationship that works, and it settles what happens when the relationship stops working. The first part is easy to write; the second is the one that gets litigated.

Most commercial disputes we see are not about what the contract says, but about what it fails to say: deadlines, liability on default, ownership of what was produced, and the conditions for termination.

Our approach is the same whether you are drafting or receiving the contract. We look for the scenarios where the relationship goes wrong, then check what the document provides in each of them.

Everything here turns on the Civil Code of Québec, which governs the formation, performance and extinction of contracts, and on what the parties took the trouble to write down.

Two partners going over the terms of a commercial contract

What we do

Draft, review,
and know what to negotiate.

Service and supply contracts

Scope, deliverables, price and indexation, deadlines, acceptance, liability, termination. The clauses that matter are rarely at the front of the document.

Confidentiality agreements

Scope of protected information, duration, exceptions, treatment of information at the end. An agreement that is too broad is as ineffective as one that is too narrow.

Subcontracting and outsourcing

Liability to the end client, ownership of deliverables, audit rights, transition at the end of the contract. What you must be able to recover if the supplier ceases operations.

Licences and intellectual property

What is assigned, what is licensed, for which territory and for how long. A trademark and software code are not handled the same way.

Restrictive covenants

Non-competition, non-solicitation of clients and employees, exclusivity. Their validity depends on their scope in time, in territory and in the activity covered.

Reviewing contracts sent to you

A contract drafted by the other side favours the other side. We identify the clauses that are negotiable, those that are not, and those that should make you decline.

Services

Distribution agreements
Supply agreements
Consignment agreements
Consulting agreements
Confidentiality agreements
Terms and conditions of sale
Service agreements

Frequently asked questions

What we are asked most.

Is a verbal contract valid in Quebec?

Yes in most cases; the Civil Code requires no writing for the majority of contracts. The problem is not validity, it is proof: without a written record, each party remembers what suits them.

How long does a contract review take?

It depends on length and stakes. A useful review means understanding the transaction, not merely reading the text. Allow for that time before your intended signing date, not after.

Can a signed contract be amended?

Yes, through an amendment signed by the same parties. Note, however, that a change accepted informally by email can amount to a binding commitment: make sure your managers confirm in writing.

Do non-compete clauses actually hold up?

They hold up where they are limited in time, in territory and in the kind of work covered, and where that limitation is reasonable in light of what it protects. A clause that is too broad may be struck down entirely rather than narrowed.

Two useful texts: the non-compete clause, the one that holds and the one that falls, and the commercial lease, the commercial contract with the heaviest consequences for an established business.