Contrat de franchise (Québec)

A Quebec franchise agreement (contrat de franchise) is a commercial contract governed by the Code civil du Québec that establishes the legal relationship between a franchisor (franchiseur) and a franchisee (franchisé). Unlike provinces such as Ontario, Alberta, and British Columbia, Quebec does not have standalone franchise-specific legislation. Instead, franchise relationships are regulated through the general contractual framework of the CCQ, with particular emphasis on the obligation of good faith under article 1375 and protections against abusive clauses in contracts of adhesion under article 1437. The franchise agreement grants the franchisee the right to operate a business using the franchisor’s trademark, trade name, business systems, and know-how in exchange for initial franchise fees, ongoing royalties, and compliance with operational standards. Under Quebec civil law, the franchise agreement creates reciprocal obligations between the parties, with each party required to perform their obligations in good faith and with prudence and diligence.

A Quebec franchise agreement is needed whenever a business owner wishes to expand their brand through franchise operations within the province of Quebec, or when an entrepreneur wants to acquire the rights to operate an established franchise brand in Quebec. This document is essential when a franchisor is granting territorial rights to a franchisee for a specific geographic area within Quebec. It is required when establishing the financial terms including initial franchise fees, ongoing royalty payments, advertising fund contributions, and other financial obligations. The agreement becomes necessary when defining operational standards, training requirements, and quality control measures that the franchisee must maintain. It is also critical when protecting the franchisor’s intellectual property rights, including trademarks, trade secrets, proprietary systems, and confidential business information within the Quebec market. Given Quebec’s unique civil law system and French language requirements under Bill 96, a province-specific franchise agreement ensures full compliance with local regulations.

Key elements of a Quebec franchise agreement include the identification of the parties (franchisor and franchisee) with their complete legal names and addresses, the grant of franchise rights specifying the territory, exclusivity arrangements, and duration of the franchise term. The agreement must detail all financial obligations including the initial franchise fee, ongoing royalty rate (typically a percentage of gross sales), advertising fund contributions, and any additional fees for training, technology, or supplies. Operational standards and quality control provisions outline the franchisor’s requirements for maintaining brand consistency, including approved suppliers, facility standards, employee training protocols, and customer service expectations. Non-competition clauses must comply with article 2089 CCQ, being reasonable in scope, geographic territory, and duration. Intellectual property provisions protect the franchisor’s trademarks, trade names, and proprietary business systems. The agreement should address renewal terms, conditions for termination, and the franchisee’s obligations upon expiry or termination, including non-solicitation of customers and return of proprietary materials. Under Quebec civil law, the bonne foi (good faith) clause referencing article 1375 CCQ is essential.