It will soon be a year since the main amendments to the Charter of the French Language made by Bill 961 came into force. However, further important changes are scheduled to take effect on June 1, 2023. Are you ready? This bulletin provides an overview of the changes.

Changes Affecting Contracts of Adhesion

As before, the general rule is that contracts of adhesion2 and related documents must be drawn up in French. Beginning on June 1, 2023, the parties to a contract of adhesion may be bound by its version in a language other than French only on the following conditions:

  • the French version was delivered to the adhering party; and
  • the parties expressly stated their wish to be bound by the version in another language.

In other words, inserting a language clause according to which the parties agree to contract in a language other than French will no longer suffice in contracts of adhesion. As well, no party may require the other party to pay for the translation of the contract or its related documents.3

This rule does not apply to the following contracts of adhesion:

  • An employment contract (because it is subject to other requirements);
  • A loan contract or a financial instrument or contract for the management of financial risks;
  • A contract with a person or enterprise that carries on the activities of a clearing house;
  • A contract entered into on a platform that makes it possible to trade in a derivative, a security or other movable property, provided, in the last case, that the contract is not a consumer contract;
  • An insurance policy, if it has no French equivalent in Québec; and
  • A contract used in relations with persons outside Québec.4

In those cases, the contracts of adhesion and related documents may be drawn up in French or in another language if the parties consent.5

Note that where the Charter authorizes texts or documents to be drawn up in multiple languages, French must be displayed at least as prominently as every other language.6The French version must be understandable without having to refer to a version in another language.7 Where there is a discrepancy between the French version and a version in another language, the adhering party or the consumer may invoke either version, according to their interests.8Changes Affecting Certain Consumer Contracts

Bill 96 also amended the Consumer Protection Act.9 Beginning on June 1, 2023, consumer contracts that the C.P.A. requires to be in writing10 will have to be given to the consumer in French, by default, before the parties can decide to be bound by the version in another language.11 If the version of the contract drawn up in a language other than French is the one signed by the parties, the related documents may also be written in the other language. As in the Charter, the C.P.A. provides that in the case of a discrepancy between the texts, the interpretation more favourable to the consumer prevails. A consumer may not be required to pay for the contract or the related documents to be drawn up in French.

Changes Relating to Declarations to the Registraire des entreprises

The Act respecting the legal publicity of entreprises12 will require that enterprises subject to it which employ five to 49 employees in Québec declare the proportion of their employees who are not capable of communicating in French, if applicable, in addition to the number of employees whose workplace is in Québec, based on the brackets determined by the Minister.13

This is intended to enable the Office québécois de la langue française (the "OQLF") to determine annually the enterprises to which it will offer to implement the French language learning services provided by Francisation Québec. The OQLF will inform the enterprise of the offer and set a time limit for replying and agreeing with Francisation Québec on the terms.14 A copy of the notice must be sent to Francisation Québec. An enterprise that implements those French language learning services will be required to allow its employees to receive those services, including by allowing them to be absent from work for the time required for participating in them.15

Changes Affecting the Civil Administration and Parties that Contract with it

Beginning on June 1, 2023, the civil administration16 will have to communicate exclusively in French with the other governments and legal persons or an enterprise established in Québec.17 Contracts entered into by the civil administration, including subcontracts, will have to be drawn up exclusively in French18, whereas bilingualism was previously allowed. However, loan contracts and financial instruments relating to financial risk management may be drawn up in French and another language.

Where the civil administration contracts outside Québec, the contract may be drawn up only in a language other than French.19 In certain circumstances provided by regulation, a contract may be drawn up only in another language, including contracts with clearing houses or on derivatives trading platforms. Insurance policies that have no French equivalent in Québec may be drawn up in another language, provided that they come from outside Québec or they are not in widespread use in the province.20

Applications for permits, authorization, subsidies or financial assistance sent to an agency of the civil administration and written documents required by the agency in that connection must be drawn up exclusively in French.21

Where an agency of the civil administration obtains services from a legal person or an enterprise, the services must be performed in French. If the services are intended for the public, the service provider will have to comply with the provisions of the Charter that would apply if the agency were providing the services itself.22

The Politique linguistique de l'État will also come into force on June 1, as will the Règlement sur la langue de l'Administration and the Règlement concernant les dérogations au devoir d'exemplarité de l'Administration et les documents rédigés ou utilisés en recherche.

Civil Sanctions for Contravention – a Reminder

Since June 2022, the provisions of a document that contravene the Charter may not be invoked by the author of the document. They may, however, be invoked against the author.23

As well, contravention of the Charter may result in the nullity of certain provisions of a contract, a decision or an act and, in the case of a contract of adhesion, the adhering party is not required to prove that the contravention has caused them an injury in order to apply for annultment.24

In a contract of adhesion, the adhering party unaware of any external clause drawn up in a language other than French, unless it was done on the adhering party's express request.25 A clause drawn up in another language is deemed to be incomprehensible, unless the party expressly requested it.26

For more information about the changes implemented by Bill 96, please go to our Resource Centre or contact a member of our team.

Footnotes

1. Act respecting French, the official and common language of Québec, SQ 2022, c. 14 ("Bill 96").

2. That is, a contract in which the essential stipulations were imposed or drawn up by one of the parties, on that party's behalf or upon their instructions, and were not negotiable.

3. Charter of the French Language, CQLR, c. C-11, as amended by Bill 96, s. 55 para. 3

4. Ibid., s. 55 para. 4.

5. Ibid., s. 91 para. 5.

6. Ibid., s. 91 para. 1.

7. Ibid., s. 91 para. 2.

8. Ibid., s. 91 para. 3.

9. CQLR, c. P-40.1 (the "C.P.A.").

10. Ibid., s. 24, which applies to the following contracts: (i) contracts of sale or lease of goods and contracts of service entered into by an itinerant merchant (s. 58), (ii) contracts of credit, except contracts for the loan of money payable on demand (s. 80), (iii) contracts which include a conventional option to purchase the goods leased and contracts of lease with guaranteed residual value (s. 150.4 para. 1), (iv) contracts for the sale or long-term lease of used automobiles and used motorcycles (s. 158), (v) contracts relating to timeshare accommodation rights (s. 187.14), (vi) contracts of service involving sequential performance relating to instruction, training or assistance (s. 190), (vii) contracts of service involving sequential performance made between a consumer and a merchant who operates a physical fitness studio (s. 199), (viii) contracts accessory to a physical fitness studio contract (s. 208), (ix) contracts involving sequential performance for a service provided at a distance (s. 214.2), and (x) debt settlement service contracts (s. 214.16).

11. Ibid., s. 27.

12. CQLR, c. P-44.1.

13. Ibid., s. 33(10), as amended by Bill 96; see also the Registraire des entreprises' information page (available in French only), which states that new enterprises must declare this information in their registration declaration or initial declaration. Enterprises that have already registered must declare this by submitting an annual updating declaration.

14. Charter of the French Language, as amended by Bill 96, supra note 3, s. 149.

15. Ibid., s. 150.

16. The civil administration includes the government and government departments, government bodies, municipal bodies, school bodies, and bodies in the health and social services network; see Schedule I to the Annotated Charter for more details.

17. Charter of the French Language, as amended by Bill 96, supra note 3, ss. 16, 16.1.

18 Ibid., 21.

19. Ibid., 21.5.

20. Ibid.

21. Ibid., s. 21.9.

22. Ibid., s. 21.10.

23. Ibid., s. 204.23.

24. Ibid., s. 204.21.

25. Ibid., s. 204.25.

26. Ibid., s. 204.26.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.