Business, commerce and Quebec language law.

• Author: Swais, Nishan

Anyone doing business in Quebec should be aware of the provisions affecting business and commerce set forth in the Charter of the French Language (CFL). Adopted by the Quebec legislature in 1977, it remains the primary legislative means used in that province to "... make of French the language of ... the Law ... work, instruction, communication, commerce and business ...".

Contracts

If you own or operate a leasing business, vehicle or equipment sales business, software development business or any other type of business which commonly makes use of standard form or pre-determined contracts and you do business in Quebec, be advised that the CFL requires that those contracts and any related documents must be drafted in French. A failure to comply with this law can result in the imposition of fines of up to $7,000 in any given case.

That said, it has become established practice for parties to a contract to expressly agree that they wish to have the contract drawn up in a language other than French (for example, English), where those parties wish to avoid the penal sanctions imposed under the CFL. Practically speaking, that means inserting a provision into the contract to the effect that the parties have agreed and it is their express wish that the contract (and any related documentation) be drawn up in the English language. (You should consult your lawyer if that is the course of action you plan to follow.) Note that the CFL requires that this provision must appear in the contract in both French and English (or whatever the other language may be). Provided that is done, at least one court has established that none of the rest of the contract has to be in French.

Firm Names

Under the CFL, all firm names must be in French in order to obtain "juridical personality" in Quebec. In other words, to be capable of, say, maintaining a law suit or leasing real property in Quebec, the name of your sole proprietorship, partnership, or corporation must have a French form of name. That name does not have to be your only form of name but can be in addition to a name in any other language (e.g. English) provided that when the name is used (on letterhead or government forms, for example), the French form appears at least as prominently.

Note that family names, place names, and artificially combined letters, syllables or figures do not have to appear in French.

Packaging and Labelling

There are extensive CFL provisions governing the use of French in the packaging...