By: Sarah Mavula
On June 1, 2022, Bill 96, an Act respecting French, the official and common language of Québec, received assent, resulting in significant reforms to both Quebec’s Consumer Protection Act (CPA) and the Charter of the French Language (“Charter”), including notably, consumer agreements.
Currently, Quebec’s CPA requires that all consumer contracts and accompanying documents be written in French, unless the parties expressly agree to contract in another language. Similarly, the Charter requires contracts of adhesion—that is, any type of pre-determined agreement (which includes many consumer agreements)—to be in French, unless the parties expressly agree to contract in another language. In practice, this results in contracts such as terms of use and other similar agreements being drafted only in English, but with a clause stating that it is the express wish of the parties that the agreement be drawn up in the English language only.
Under Bill 96, Quebec’s CPA will be amended to state that parties to a consumer agreement may only be bound by a version of the agreement in a language other than in French if consumers have first been provided a French copy of the agreement to examine, and only then would a consumer be able to express his or her intention to agree to contract in another language. Practically speaking, this will result in all Quebec consumer agreements requiring translation into French, irrespective of whether the agreement contains an English language clause.
The Charter will also be amended to require any party to a contract of adhesion to be able to examine the contract in French, prior to agreeing to contract in a language other than French. However, unlike the CPA, the Charter further requires a party to a contract of adhesion to be able to examine the French contract prior to sending the other party a document related to the contract if the document is drawn up in a language other than French. Additionally, organizations providing a contract of adhesion will not be permitted to require the other party to pay a sum for preparing the agreement in French. There are, however, a handful of contracts of adhesion that are exempt from the amendments, if the parties have expressly agreed to contract in English only. Examples of these contracts of adhesion include employment contracts, and certain commercial matters outside Quebec.
These new rules for consumer agreements and contracts of adhesion will come into force on June 1, 2023.
This post originally appeared on the Consumer Protection Committee of the ABA Antitrust Law Section’s LinkedIn page.
 Sarah Mavula Sarah Mavula is a senior associate in Baker McKenzie’s International Commercial Practice Group and the Global Antitrust & Competition Group in Toronto. Recognized as a 2022 Precedent Setter in Precedent Magazine’s Precedent Setter Awards, Sarah practices competition/antitrust and foreign investment law. Sarah also regularly advises clients on product regulatory compliance. |