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Executive Summaries Jun 10, 2022

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

On May 24, 2022, Bill 96, the Act respecting French, the official and common language of Québec, was adopted by a majority of the National Assembly of Québec. This bill, which was given assent on June 1, 2022, brings important changes on many levels.

As outlined in a recent article by our Labour and Employment Law team, Bill 96 provides for significant amendments not only to Québec’s Charter of the French Language (the “Charter”), but also to other Québec legislation, including the Consumer Protection Act and the Act respecting the legal publicity of enterprises. As a result, companies doing business in the Province of Québec will have to comply with several new obligations. The following article outlines the Bill’s main impacts on a company’s relationship with its customers and suppliers.

The Charter already established French as the language of commerce and business. In addition to obligations regarding product packaging and labelling, public signage and commercial advertising, the Bill also adds several new obligations for doing business that should be noted.

Consumer or Adhesion Contract Drafted in French

Adherents or consumers who have signed a adhesion or consumer contract will only be bound by the non-French-language version of that contract if they have been provided with the French version prior to giving their express consent to being bound by version in a language other than French.

Therefore, any adhesion or consumer contract that is not drafted in French will be deemed unintelligible and thus void, unless the consumer or the adhering party has specifically requested that it be drafted in another language, after having been given the French version. The aggrieved party may also choose to maintain the contract, but request that its obligations be reduced. The consumer or member may also rely on either version, depending on their preference, if there is a discrepancy between the French and the other language versions.

The requirement to provide the French version is a new requirement that will no doubt change the current practice whereby the parties’ waiver of a contract in French can simply be stated in the contract to be signed. It should also be noted that it will be prohibited to charge for the drafting of a French version of a contract or any related documents.

Invoices and other Transactional Documents Available in French

The requirement that invoices, receipts, quittances, purchase orders and other such documents be drawn up in French will remain, but an additional requirement will prohibit sending such documents in a language other than French, unless the French version of these documents is available under conditions that are at least as favourable.

It remains to be seen whether, in practice, companies will require this French version when dealing with each other. The same obligation will also be imposed on catalogs, booklets and directories, regardless of their medium.

Government Entity as Your Client? Here’s What You Need to Know

If your client is a government entity:

  • public contracts and writings sent to government entities to conclude such a contract must be drafted exclusively in French. This exclusivity concept is new. In certain cases, a version in a language other than French could be attached to contracts between the government and businesses. Contracts with foreign parties can however be drafted in a language other than French only;
  • all listings for a product sold to the government must be in French. Furthermore, services rendered to the government by a company must also be rendered in French. Exceptions are made if the product cannot be made available in a timely manner or if the services cannot be provided in French. It should be interesting to see how this exception will be applied.

The Office québécois de la langue française (the “Office”) will have authority to order anyone who fails to comply with the Charter, whereas its authority was previously limited to issuing formal notices. The Office will also be able to seek injunctive relief directly from the courts to ensure compliance. Fines for Charter violations will increase to between $3,000 and $30,000 for corporations, doubling for a first offence and tripling for subsequent offences. Fines of $1,400 to $14,000 will also be imposed on corporate directors or officers for offences under the Charter.

The Bill’s provisions will come into force at various times, some of them as soon as its assent, which took place on June 1, 2022.

If you have any questions regarding Bill 96 and its impact on your company’s activities, feel free to contact our professionals in commercial law and corporate compliance.

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