Contrat de gérance (Québec)

A Quebec management contract (contrat de gérance) is a legal agreement whereby a business owner (propriétaire) appoints a manager (gérant) to operate and manage a business on their behalf. Rooted in the contract of mandate under articles 2130 to 2185 of the Civil Code of Quebec (C.c.Q.), the management contract establishes a fiduciary relationship between the owner and the manager, requiring the manager to act with the highest standards of prudence, diligence, honesty, and loyalty as mandated by article 2138 C.c.Q. The gérant is entrusted with the day-to-day operations of the business, which may include hiring and managing staff, negotiating supplier contracts, managing finances, maintaining inventory, ensuring regulatory compliance, and making operational decisions within the scope of authority granted by the owner. Unlike a simple employment contract, the management contract typically grants the gérant significant autonomy and decision-making authority, making the clear definition of powers and limitations essential. The contract must distinguish between acts of simple administration, which the manager can perform under a general mandate (art. 2135 C.c.Q.), and acts of disposition, which require express authorization. Under article 2184 C.c.Q., the manager has a fundamental obligation to render account of their management to the owner, providing transparency regarding the financial performance and operational status of the business. This accountability mechanism is critical to protecting the owner's interests while allowing the manager sufficient latitude to operate effectively.

A Quebec management contract is needed in various business situations where an owner cannot or chooses not to manage their business directly. Restaurant and hospitality owners who wish to step back from daily operations while retaining ownership commonly use this arrangement. Investors who purchase businesses but lack the expertise or time to manage them personally rely on management contracts to ensure professional operation. Absentee owners, including those who travel frequently, have multiple business interests, or reside outside Quebec, need a formal management agreement to authorize someone to operate their business in compliance with Quebec law. Franchise owners who wish to delegate operations to a professional manager benefit from the structured accountability that a management contract provides. Family businesses transitioning between generations often use management contracts to formalize the role of the successor while the original owner retains oversight. Business owners facing temporary incapacity due to health issues or personal circumstances can appoint a manager to ensure business continuity. Additionally, business partnerships where one partner serves as the managing partner benefit from having the management responsibilities clearly documented in a formal contract.

The key elements of a Quebec management contract include several critical components essential for a legally sound and practically effective agreement. First, complete identification of the owner (propriétaire) and manager (gérant) is required, including legal names, addresses, and contact information. Second, the business being managed must be fully described, including its legal name, address, nature of activity, and Quebec Enterprise Number (NEQ). Third, the scope of the manager's powers must be precisely defined, distinguishing between general administrative powers under article 2135 C.c.Q. and any specific powers of disposition that require express authorization, along with clear spending authority limits. Fourth, restrictions on the manager's authority must be stated to prevent unauthorized acts. Fifth, the compensation structure must detail whether the manager receives a fixed salary, a percentage of revenues or profits, or a combination thereof, along with payment frequency and reimbursable expenses. Sixth, reporting obligations must be established pursuant to article 2184 C.c.Q., specifying the frequency, content, and format of management reports. Seventh, financial controls must be implemented, including account access provisions, signing authority requirements, and audit rights. Eighth, the duration of the contract, renewal conditions, and termination provisions must be clearly defined. Ninth, a non-competition clause, if applicable, must be reasonable in duration, territory, and scope. Tenth, a good faith clause pursuant to article 1375 C.c.Q. ensures both parties act honestly. Finally, the governing law clause must reference the applicable provisions of the Code civil du Québec.