An Update on Bill 96, Canada’s New French Language Law

After months of debate, the legislative committee in charge of analyzing and proposing revisions to Bill 96 has finished its review and adopted the bill’s text with some changes. This lays the stage for Bill 96’s passage in the Québec legislature, which is expected to happen before June 10, 2022 (the last day before the legislature breaks for the summer).

Important Updates

Bill 96 makes major adjustments to the use of French in commercial contracts, particularly those that are deemed to be “contracts of adhesion” or contain “standard terms,” such as franchise agreements. Bill 96 also changes the trademark legislation in Québec in terms of public signage and product packaging. While the broad constraints from our previous post have not changed, some major changes have been made that may have an influence on your company’s (or franchisee’s) Québec activities.

Bill 96’s French translation restrictions still apply to adhesion contracts. Historically, Québec courts have ruled that conventional franchise agreements are contracts of adhesion. This indicates that the safest course of action for franchisors will be to draft their franchise agreements in French, as Bill 96 mandates that such agreements be written in French, and only then may the parties mutually agree to be bound by an English version.

Nevertheless, if a franchisor can demonstrate that it provides prospective franchisees with a true and genuine opportunity to negotiate key terms of the franchise agreement, the contract may not be deemed a contract of adhesion under the Civil Code of Québec and the translation requirements of Section 55 of the Charter of the French Language (Charter) may not apply (assuming both parties express their desire to have the franchise agreement drawn up in English). Given the repercussions of having the franchise agreement described as a contract of adhesion and not providing a translation, this technique does involve some risk.

Contracts of adhesion “used in relations outside Quebec” now have a new exemption from the translation requirement (our translation). It’s difficult to state with clarity if franchisors outside of Québec can use this exemption when negotiating with their Québec franchisees because neither the parliamentary committee nor the competent minister has supplied any context as to what “used in dealings beyond Québec” entails. This exception might theoretically cover contracts of adhesion between a Québec-based party and a non-Québec-based party, with the assumption that the relationship forms a contract “used in relations outside of Québec.”

A French version of the franchise agreement would not be required in this scenario if the parties express their express written approval to be bound by an English version in the contract’s body. Of course, no guarantee is available that a Québec court will agree with this interpretation. A franchise agreement that compels a Québec-based business to pay a royalty to a franchisor outside of the province could be deemed a contract utilized in Québec-based dealings, making the franchise agreement subject to the Charter’s translation obligations.

In summary, it will raise the question of whether franchise agreements between a Québec franchisee and an ‘external’ franchisor will be eligible for this exemption unless further clarification is provided (such clarification could come in the form of additional guidance from the legislative committee, comments from the minister responsible for the Bill, regulation, or future litigation).

In English, any trademark that appears on product packaging must be a registered trademark. Common law trademarks were allowed to be placed on product packaging under the previous trademark regime. Bill 96, on the other hand, proposes a new article in the Charter requiring that an English trademark related to a product be legally registered under the federal Trademark Act if it is to be used on that product without a French translation. Furthermore, if the English trademark includes general or descriptive terms, those terms must also appear on the goods in French. As a result, any company that now relies on common law protections for trademarks used on product packaging must act quickly to have those marks properly registered.

This new regulation could have a big impact on your contracts and intellectual property process in Quebec. Simply put, if you operate in Québec, Bill 96 will almost certainly have an impact on you and your franchise business.

– You can also check the Fee of Trademark In Canada here

– You could visit here to see Procedure of Canada Trademark Registration.

– You could visit here to check the required documents of filing trademark in Canada

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