Executive Summaries Feb 5, 2020

COVID-19: When to Invoke Superior Force?

If your company has suppliers in China, you are probably starting to worry about the effects of the coronavirus on your supplies. Do you have any contracts that are based on these supplies that may be delayed due to the outbreak? Would you even be at risk of having to pay penalties or damages as a result of the delay? If so, it may be time to invoke superior force.

Most contracts include a clause that allows you to be exempted from liabilities in case of an event beyond your control, sometimes referred to as "superior force", "force majeure" or "act of God". The first step is therefore to review your contract and examine this clause to confirm its scope and identify the formalities required to invoke it.

If your contract does not include such a clause, don't panic. The concept of superior force is also provided for in the Civil Code of Québec. It is defined as an external event that the debtor could not foresee, nor could he resist it, and that made the realisation of the obligation impossible. Most jurisdictions also provide for similar cases of exoneration.

The current coronavirus epidemic meets the criteria of unpredictability, irresistibility and externality of superior force.

In certain cases, it may make it impossible for a Chinese company to perform its obligations to its Quebec buyer and, therefore, for a Quebec company to obtain its supplies from China.

It is often required by the terms of the contract, or at least advised, to give written notice to its co-contracting party to inform it of the existence of the superior force and of its intention to avail itself of it. It must be kept in mind that the burden of proof rests on the debtor. To facilitate this proof, the China Council for the Promotion of International Trade (CCPIT) offers to issue superior force certificates. Chinese suppliers are probably in the best position to request them. They must provide documents proving delays or cancellation, export contracts and customs declarations in support of their application. Quebec buyers who wish to take advantage of the exemption from superior force will thus be able to use this certificate themselves to demonstrate superior force.

If you have any questions about the possible impact of the coronavirus on your supplies, do not hesitate to contact Dominique Babin.

Stay on the lookout!

Subscribe to our communications and benefit from our market knowledge to identify new business opportunities, learn about innovative best practices and receive the latest developments. Discover our exclusive thought leadership and events.

Subscribe

You would also like

Rencontre au Sommet

Rencontre au Sommet: Turning Economic Challenges into Collective Opportunities

lexpert

27 BCF Professionals Stand Out in the Canadian Legal Lexpert Directory 2025

Canada US flags

Customs Tariff Uncertainty: Impacts on Quebec Businesses

Analyse statistique - tarifs douaniers

Statistical analysis of the impact of U.S. tariffs on Quebec economy

Contrats commerciaux et echanges

Assessing and Mitigating the Impact of New U.S. Tariffs on Your Contractual Relationships

Commerce international

Who Pays the Tariff?

Entrepreneurship forum

Entrepreneurship Forum: Vision 2025

Athlete

Protecting Privacy in Sports – Don’t Wait to be Caught Flat-Footed!

Tech Forum 360

Tech 360 Forum: Growth and Inflection Points

Prospera: Québec’s Economic Barometer

Canada's Best Managed Companies: BCF Recognized for 17th Consecutive Year

paul et misha

BCF Strengthens its Expertise in Artificial Intelligence

new-partners-2024

BCF Has Appointed Three New Partners

Who’s Who Legal : 5 BCF Professionals Stand Out

BCF extends its Partnership with the Canadian Association of Black Lawyers to a Third Year

Chambers Canada Ranking: Five of our Lawyers Recognized

Photo of Julie Doré

Julie Doré Takes Over Management of The BCF Business Law Firm

BCF Welcomes Five New Up-and-Coming Lawyers

Prospera – Quebec Economic Barometer

Julien Tricart, Member of the Meritas Sports Law Group

Pride Month: Let’s Create an Inclusive Future

Canada’s Best Managed Companies: BCF Recognized for 16th Consecutive Year

Every Woman Counts

Strategic Forum on the Role Played by Businesses in the Fight Against Climate Change

BCF Partners with the Canadian Association of Black Lawyers to Promote Diversity in Québec Law Faculties

BCF's More Inclusive Approach: Improved Parental Leave

Shaun E. Finn Appointed to the Superior Court of Québec

How to Ensure a Business Succession?

Strategic Forum on Market Consolidation and Business Succession

BCF Partners with the Clinique Juridique de Saint-Michel to Promote Access to Legal Studies for Young People from Diverse Communities

BCF Welcomes Two New Lawyers

50 Questions You Should Address Before Expanding your Market Beyond Canada

Five of our Lawyers Stand out in the 2023 Edition of the Chambers Canada Ranking

43 BCF Professionals Stand Out with 78 Nominations in the 2023 Editions of Best Lawyers in Canada and Ones to Watch

Seven New Lawyers Join BCF

Adoption of Bill 96: Be Ready

Bill 96 is Passed: How Will It Affect Your Relations with Customers and Suppliers?

Pride Month: The Value of Diversity

BCF, the 3rd Largest Law Firm in Québec

Canada’s Best Managed Companies: BCF Recognized for 15th Consecutive Year

BCF Welcomes Isabelle Métivier as a Real Estate Partner

See What Others Don’t: Solutions to Labour Shortage

BCF Recognized by the Globe and Mail as one of Canada’s top Law Firms

BCF Welcomes Julien Lefebvre as a Partner in its Business Law Team

StyroChem Acquired by Epsilyte

Almost Half of the Canadian Businesses Have Little Knowledge of Intellectual Property: Be in the Other Half!

Richard Epstein and Marc-André Godard Named as Stand-Out Lawyers

Chambers Canada 2022: BCF Earned Band 1 Ranking in Québec for Corporate and Commercial Law

Rihanna Billionaire: Cosmetics, Licences and Trademarks

Cannabis Industry Still Growing Strong

Seven New Lawyers Join BCF

A Lipstick Like No Other: Guerlain Obtains Registration of a Three-Dimensional Trademark

What is the process for getting a patent?

Free and Open Source Software: opportunities and challenges

What You Should Know About the COVID-19 IP Waiver and Compulsory Licences in Canada

The Official and Common Language of Québec Act: How Will it Affect Your Trademarks and Public Signage?

You Just Invented Something, Now What?

Intellectual Property Issues in the Aerospace Industrie

Halston: The Man Who Sold His Name... and His Mark

France: Easier Invalidity and Revocation Proceedings for Non-Used Marks

Accelerating the Registration of Your Trademark Is Now (Potentially) Possible!

3 Reasons Why you Should Develop a Patent Portfolio as an SME

Clean Biologics SAS Acquires Biodextris Inc.

Beware of New National Security Criteria at Investment Canada

escalier

BCF Welcomes Seven New Lawyers

What if Protecting your Trademark Became Easier in the United States?

How Buy America Impacts You

Our Partners Stand Out in the Canadian Legal Lexpert Directory

Supreme Court of Canada Takes Another Step towards the Guiding Principle of Good Faith in Contract Performance

Brexit and CETA: As the Bell Tolls, It’s Carry on with Business as Usual for the UK

Economic Recovery Strategic Forum

Adoption of Bill 42: Mandatory Disclosure of Nominee Agreement with Tax Consequences

23 BCF Partners Ranked in the Canadian Legal Lexpert Directory

36 Lawyers of BCF Stand Out with 52 Nominations in the 2021 Edition of Best Lawyers in Canada

COVID-19 or Not, Protectionist Tendencies in International Trade Are Here to Stay

COVID-19: Solutions to Address this Situation

COVID-19: Will the Pandemic Really Have an Impact on Your Contracts?

COVID-19: Contractual and Practical Measures to Be Taken

A Major $145 Million Investment for Alliance Magnesium

Areas of Innovation to Generate Growth

You seek investors? Prepare adequately

White passenger plane on sky during daytime

The Role of Immigration Policies in Attracting Foreign Investment to Canada

Private Equity: Fueling Canada’s Growth

Reverse Takeovers: An Alternative to the Traditional Initial Public Offering

Recruiting the Best International Talent: Tax Holiday for Foreign Researchers and Experts

What If the Success of Your Investments Depends on Canada’s International Treaties?

Do Quebec Businesses Attract Foreign Investors?

Terranova Security Partners with Microsoft

Foreign Investment Strategic Forum

Incoterms® 2020: new developments in merchandise trade

50 Questions You Need to Ask Yourself Before Doing Business in Canada

BCF once again ranks as one of Montreal's Top Employers

BCF Names 16 New Partners for Its 25th Anniversary

Sundial and Crescita Sign Exclusive Partnership to Develop Cannabis and Hemp Topicals

Importers Beware: Canada Border Services Agency Retroactive Trade Compliance Verifications

Are You a Leader or a Follower?Results of the Innovation Survey

Infrastructure and Major Projects: Dare to Think Big

Chambers Canada 2020: BCF Recognised in Corporate and Commercial Law

Strategic Forum on Innovation

Different Legislative Approaches to 5G

Innovating to Survive: Are You a Leader or a Follower?

Is Your Company Implementing a New Technology System? Remember to Protect Your Data

5G Technology Is Coming: Legal Questions Abound

Legal Issues Surrounding the Industrial Revolution 4.0

André Ryan: The Grand Prix Lawyer

Court Smooths Way for Canadian Exports to Europe

Health Canada Is Changing its Cannabis Licensing Process

A Helping Hand for Manufacturing 4.0

16 BCF Partners Recognized in the Prestigious Canadian Legal Lexpert Directory

Define the Future we Want: Equal, Inclusive and Diverse

filets

Export: New Controls Planned Between Now and July

Droit-inc interviews two of our lawyers about 2019’s hottest legal topics

CFIUS – Recent Additional Protectionist Measures Making Investments in the United States More Difficult

Are Chinese Industrial Goods Competing Against Your Products in the United States?

International Public Procurements: Interested?

Aluminum and Steel: Impacts of Canada-US Commercial Relations

The Impact of Sanctions on Your Plans for Expansion

Get the latest thought leadership