Franchising and distribution law

Franchising and distribution

The contract becomes
the network’s operating manual.

Franchising or distributing means entrusting your brand, your know-how or your products to someone you do not manage. The contract replaces the hierarchical link: it is the only way to impose standards, protect the brand and take back control on default.

Quebec has no franchise-specific statute, unlike several Canadian provinces. The contract and the Civil Code therefore do all the work, which makes the drafting that much more decisive.

We act on both sides: for the franchisor building a network and drafting its documents, and for the prospective franchisee who must understand what they are signing before committing for ten years.

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.

Employee at a restaurant service counter

What we do

Build the network,
or decode it before joining.

Franchise agreement

Brand licence, transfer of know-how, operating standards, royalties and advertising fees, term and renewal, termination conditions and the fate of the outlet at the end.

Territories and exclusivity

Protected territory, right of first refusal on neighbouring territories, online sales and channel conflict. Electronic commerce has become the central question.

Distribution agreements

Exclusive or selective distribution, volume targets, prices and terms, product liability, inventory at the end of the contract.

Trademark licences

Scope of the licence, quality control, use obligations. A failure to control can weaken the trademark itself.

Disclosure document

Even without a legal obligation in Quebec, a full disclosure document protects the franchisor against allegations of misrepresentation during recruitment.

Exit and end of network

Buy-back of the outlet, post-term non-competition, treatment of inventory, signage and clientele. What each side takes away must be written in advance.

Services

Franchise agreements
Franchise model development
Pre-contractual disclosure documents
Franchise transfers
Franchise renewal and termination
Exclusive distribution agreements
Trademark licence agreements
Territory development agreements

Frequently asked questions

What we are asked most.

Is there a franchise statute in Quebec?

No. Unlike Ontario, Alberta and several other provinces, Quebec has no statute requiring a pre-sale disclosure document. The contract and the general rules of the Civil Code, including the duty to inform and good faith, apply.

Can a franchisee sell their business?

Only as the agreement provides, and it almost always requires the franchisor’s approval and often a right of first refusal. The prospective buyer must meet the same criteria as a new franchisee.

What happens at the end of a franchise agreement?

The franchisee loses the right to use the signage, the brand and the know-how. Post-term non-competition, de-identification of the premises and the fate of the commercial lease are the most contested points.

Exclusive distribution or franchise, what is the difference?

A franchise transfers a complete operating model under a common brand, with binding standards. Distribution concerns products, without the distributor operating under your brand or according to your methods.

Two related subjects: protecting your trademark from Quebec, since a network is worth only what its brand is worth, and the commercial lease, often the most sensitive point at the end of a franchise agreement.