Civil Law - Contracts 1L

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Reliance
1386

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1386. The exchange of consents is accomplished by the express or tacit manifestation of the will of a person to accept an offer to contract made to him by another person.

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Reliance
1439

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1439. A contract may not be resolved, resiliated, modified or revoked except on grounds recognized by law or by agreement of the parties.

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Reliance
1493

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1493. A person who is enriched at the expense of another shall, to the extent of his enrichment, indemnify the other for his correlative impoverishment, if there is no justification for the enrichment or the impoverishment.

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Public Order
9

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9. In the exercise of civil rights, derogations may be made from those rules of this Code which supplement intention, but not from those of public order.

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Public Order
1411

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1411. A contract whose cause is prohibited by law or contrary to public order is null.

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Public Order
8

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8. No person may renounce the exercise of his civil rights, except to the extent consistent with public order.

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Public Order
1413

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1413. A contract whose object is prohibited by law or contrary to public order is null.

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Public Order
1373 (2)

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1373 (2) The debtor is bound to render a prestation that is possible and determinate or determinable and that is neither forbidden by law nor contrary to public order.

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Public Order
Charter 9.1

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9.1 (1) In exercising his fundamental freedoms and rights, a person shall maintain a proper regard for
democratic values, public order and the general well-being of the citizens of Québec.
Scope fixed by law.
(2) In this respect, the scope of the freedoms and rights, and limits to their exercise, may be fixed by law.

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Non-Compete
2089 (1) (2) (3)

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2089. (1) The parties may stipulate in writing and in express terms that, even after the termination of the contract, the employee may neither compete with his employer nor participate in any capacity whatsoever in an enterprise which would then compete with him.

(2)Such a stipulation shall be limited, however, as to time, place and type of employment, to whatever is necessary for the protection of the legitimate interests of the employer.

(3) The burden of proof that the stipulation is valid is on the employer.

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Public Order
1419

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1419. A contract is relatively null where the condition of formation sanctioned by its nullity is necessary for the protection of an individual interest, such as where the consent of the parties or of one of them is vitiated.

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Public Order
541

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541. Any agreement whereby a woman undertakes to procreate or carry a child for another person is absolutely null.

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Interp
1434

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1434. A contract validly formed binds the parties who have entered into it not only as to what they have expressed in it but also as to what is incident to it according to its nature and in conformity with usage, equity or law.

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Interp
1416

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1416. Any contract which does not meet the necessary conditions of its formation may be annulled.

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Interp
1425

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1425. The common intention of the parties rather than adherence to the literal meaning of the words shall be sought in interpreting a contract.

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Interp
1426

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1426. In interpreting a contract, the nature of the contract, the circumstances in which it was formed, the interpretation which has already been given to it by the parties or which it may have received, and usage, are all taken into account.

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Incorp of Terms
1435 (1) (2)

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1435. An external clause referred to in a contract is binding on the parties.

(2) In a consumer contract or a contract of adhesion, however, an external clause is null if, at the time of formation of the contract, it was not expressly brought to the attention of the consumer or adhering party, unless the other party proves that the consumer or adhering party otherwise knew of it.

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Exclusion Of Liability
1475

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1475. A notice, whether posted or not, stipulating the exclusion or limitation of the obligation to make reparation for injury resulting from the nonperformance of a contractual obligation has effect, in respect of the creditor, only if the party who invokes the notice proves that the other party was aware of its existence at the time the contract was formed.

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Interp
1432

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1432. In case of doubt, a contract is interpreted in favour of the person who contracted the obligation and against the person who stipulated it. In all cases, it is interpreted in favour of the adhering party or the consumer.

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Exclusion of Liability
1474

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1474. A person may not exclude or limit his liability for material injury caused to another through an intentional or gross fault; a gross fault is a fault which shows gross recklessness, gross carelessness or gross negligence.

He may not in any way exclude or limit his liability for bodily or moral injury caused to another.

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Abusive Clause
1437

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1437. An abusive clause in a consumer contract or contract of adhesion is null, or the obligation arising from it may be reduced.

An abusive clause is a clause which is excessively and unreasonably detrimental to the consumer or the adhering party and is therefore not in good faith; in particular, a clause which so departs from the fundamental obligations arising from the rules normally governing the contract that it changes the nature of the contract is an abusive clause.

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External Clause
1435 (1) (2)

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1435. An external clause referred to in a contract is binding on the parties.

In a consumer contract or a contract of adhesion, however, an external clause is null if, at the time of formation of the contract, it was not expressly brought to the attention of the consumer or adhering party, unless the other party proves that the consumer or adhering party otherwise knew of it.

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Modifying Written Terms
2863 + 2864

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2863. The parties to a juridical act set forth in a writing may not contradict or vary the terms of the writing by testimony unless there is a commencement of proof.

2864. Proof by testimony is admissing to interpret a writing, to complete a clearly incomplete writing or to impugn the validity of a juridical act which the writing sets forth.

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Suretyship Ends
2361

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2361. Notwithstanding any contrary provision, the death of the surety terminates the suretyship.

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Good Faith
6

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6. Every person is bound to exercise his civil rights in good faith.

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Good Faith
7

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7. No right may be exercised with the intent of injuring another or in an excessive and unreasonable manner which is contrary to the requirements of good faith.

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Good Faith
1375

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1375. The parties shall conduct themselves in good faith both at the time the obligation is created and at the time it is performed or extinguished.

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Offer & Acceptance
1388

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1388. An offer to contract is a proposal which contains all the essential elements of the proposed contract and in which the offeror signifies his willingness to be bound if it is accepted.

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Offer & Acceptance
1389

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1389. An offer to contract derives from the person who initiates the contract or the person who determines its content or even, in certain cases, the person who presents the last essential element of the proposed contract.

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Offer & Acceptance
1390 (1) (2)

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1390. (1) An offer to contract may be made to a determinate or an indeterminate person, and a term for acceptance may or may not be attached to it.

(2) Where a term is attached, the offer may not be revoked before the term expires; if none is attached, the offer may be revoked at any time before acceptance is received by the offeror.

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Exchange of Consents
1386

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1386. The exchange of consents is accomplished by the express or tacit manifestation of the will of a person to accept an offer to contract made to him by another person.

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Exchange of Consents
1387

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1387. A contract is formed when and where acceptance is received by the offeror, regardless of the method of communication used, and even though the parties have agreed to reserve agreement as to secondary terms.

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Silence
1394

Back 33

1394. Silence does not imply acceptance of an offer, subject only to the will of the parties, the law or special circumstances, such as usage or a prior business relationship.

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Reward K
1395

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1395. The offer of a reward made to anyone who performs a particular act is deemed to be accepted and is binding on the offeror when the act is performed, even if the person who performs the act does not know of the offer, unless, in cases which admit of it, the offer was previously revoked expressly and adequately by the offeror.

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K Defined
1378 (1)
(2) Nominates

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1378. A contract is an agreement of wills by which one or several persons obligate themselves to one or several other persons to perform a prestation.

(2) Contracts may be divided into contracts of adhesion and contracts by mutual agreement, synallagmatic and unilateral contracts, onerous and gratuitous contracts, commutative and aleatory contracts, and contracts of instantaneous performance or of successive performance; they may also be consumer contracts.

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1380 (1) Bilateral
(2) Unilateral

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1380 (1) - 1380. A contract is synallagmatic, or bilateral, when the parties obligate themselves reciprocally, each to the other, so that the obligation of one party is correlative to the obligation of the other.

1380(2) - When one party obligates himself to the other without any obligation on the part of the latter, the contract is unilateral.

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Onerous/Gratuitous
1381 (1)
(2)

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1381. A contract is onerous when each party obtains an advantage in return for his obligation.

When one party obligates himself to the other for the benefit of the latter without obtaining any advantage in return, the contract is gratuitous.

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Ambiguity
1388

Back 38

1388. An offer to contract is a proposal which contains all the essential elements of the proposed contract and in which the offeror signifies his willingness to be bound if it is accepted.

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Ambiguity
1387

Back 39

1387. A contract is formed when and where acceptance is received by the offeror, regardless of the method of communication used, and even though the parties have agreed to reserve agreement as to secondary terms.

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Ambiguity 1393 (1) (2)

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1393. Acceptance which does not correspond substantially to the offer or which is received by the offeror after the offer has lapsed does not constitute acceptance.

It may, however, constitute a new offer.

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Ambiguity
1373 (2) -

Back 41

1373. The object of an obligation is the prestation that the debtor is bound to render to the creditor and which consists in doing or not doing something.

The debtor is bound to render a prestation that is possible and determinate or determinable and that is neither forbidden by law nor contrary to public order.

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Revocation
1391

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1391. Where the offeree receives a revocation before the offer, the offer lapses, even though a term is attached to it.

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Revocation
1392 (1)

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1392. An offer lapses if no acceptance is received by the offeror before the expiry of the specified term or, where no term is specified, before the expiry of a reasonable time; it also lapses in respect of the offeree if he has rejected it.

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Revocation
1390 (2)

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Where a term is attached, the offer may not be revoked before the term expires; if none is attached, the offer may be revoked at any time before acceptance is received by the offeror.

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Revocation
1395

Back 45

1395. The offer of a reward made to anyone who performs a particular act is deemed to be accepted and is binding on the offeror when the act is performed, even if the person who performs the act does not know of the offer, unless, in cases which admit of it, the offer was previously revoked expressly and adequately by the offeror.

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Recission
1439

Back 46

1439. A contract may not be resolved, resiliated, modified or revoked except on grounds recognized by law or by agreement of the parties.

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Unjust
1493

Back 47

1493. A person who is enriched at the expense of another shall, to the extent of his enrichment, indemnify the other for his correlative impoverishment, if there is no justification for the enrichment or the impoverishment.

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Ag 2 Ag
1396 (1) (2)

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1396. An offer to contract made to a determinate person constitutes a promise to enter into the proposed contract from the moment that the offeree clearly indicates to the offeror that he intends to consider the offer and reply to it within a reasonable time or within the time stated therein.

(2) A mere promise is not equivalent to the proposed contract; however, where the beneficiary of the promise accepts the promise or takes up his option, both he and the promisor are bound to enter into the contract, unless the beneficiary decides to enter into the contract immediately.

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Ag 2 Ag
1397 (1) (2)

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1397. A contract made in violation of a promise to contract may be set up against the beneficiary of the promise, but without affecting his remedy for damages against the promisor and the person having contracted in bad faith with the promisor.

The same rule applies to a contract made in violation of a first refusal agreement.

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Effects of K
1433 (1)

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1433. A contract creates obligations and, in certain cases, modifies or extinguishes them.