Civil Code of Québec, 1991

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The client may end the contract unilaterally, even if the work or service is already underway.

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A contractor or provider of services may not unilaterally end the contract except for a serious reason, and never at an inopportune moment.

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The client's death does not end the contract unless performance becomes impossible or useless.

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The contract is not ended by the death or incapacity of the contractor or service provider, unless the contract was made for that person’s personal qualities or cannot be adequately continued by the successor; in those cases, the client may end it.

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When a contract is resiliated, the client must pay the contractor or service provider certain costs and values; the contractor or service provider must repay any advances received above what was earned.

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A mandate is a contract where a mandator gives a mandatary power to represent the mandator in a juridical act with a third person, and the mandatary accepts that power.

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The mandate may be for acts that protect the mandator, manage all or part of his property, and support his moral and material well-being if he becomes incapable of caring for himself or managing his property.

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A mandate may be accepted either expressly or tacitly.

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A mandate can be gratuitous or onerous; between two natural persons it is presumed gratuitous, and a professional mandate is presumed onerous.

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2134. The remuneration, if any, is determined by the contract, usage or law, or on the basis of the value of the services rendered. 1991, c. 64, a. 2134; I.N. 2014-05-01.

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A mandate may be special or general.

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A mandatary’s powers include what is stated in the mandate and what can be inferred from it.

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2137. Powers that are granted to persons to perform an act not outside the scope of their profession or duties, but that may be inferred from the nature of such profession or duties, need not be mentioned expressly. 1991, c. 64, a. 2137;

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A mandatary must carry out the accepted mandate with prudence, diligence, honesty, and faithfulness, and avoid conflicts between personal interest and the mandator’s interest.

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The mandatary must keep the mandator informed about the progress of the mandate when asked or when circumstances warrant it, and must inform the mandator without delay once the mandate is fulfilled.

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The mandatary must perform the mandate personally unless authorized to appoint someone else, and must appoint a replacement in urgent circumstances that prevent performance and timely notice to the mandator.

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A mandatary is responsible for the acts of an unauthorized substitute as if they were his own; if substitution was authorized, responsibility is limited to the choice of substitute and instructions given.

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A mandatary may, unless the mandator or usage prohibits it, be helped by another person and delegate powers for that purpose.

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A mandatary handling a double mandate must tell each mandator and act impartially, unless exempted by usage or if both mandators already know. A mandator who did not know of the double mandate and is injured may seek nullity of the act.

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If several mandataries are appointed together for the same matter, the mandate takes effect only if all accept it.

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A mandatary who acts alone when powers must be exercised with another exceeds those powers, unless the action was more advantageous to the mandator than agreed.

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The mandatary may not use mandate-related information or property for personal benefit unless the mandator consents or the use is authorized by law or the mandate.

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A mandatary must not become a party to an act he agreed to perform for the mandator, even through an intermediary, unless the mandator authorizes it or knows he is the contracting party.

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If a mandate is gratuitous, the court may reduce damages after assessing the mandatary’s liability.

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The mandator must cooperate with the mandatary to help carry out the mandate.

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If required, the mandator must advance necessary sums for the mandate and must reimburse the mandatary’s reasonable expenses and remuneration.

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The mandator must pay interest on the mandatary’s expenses from the day the expenses are paid out.

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The mandator must discharge the mandatary from obligations contracted toward third persons within the mandate’s limits.

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A mandator is presumed to have ratified an act that exceeds the mandate if the act was done in a way more advantageous to the mandator than the one indicated.

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If the mandatary has committed no fault, the mandator must indemnify the mandatary for injury suffered from performing the mandate.

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If the mandatary is not at fault, the sums owed to the mandatary remain payable even if the matter was not successfully concluded.

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2156. If a mandate is given by several persons, their obligations towards the mandatary are solidary. 1991, c. 64, a. 2156.

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A mandatary is not personally liable to the third person when acting within the scope of the mandate in the mandator’s name; if the mandatary acts in his own name, the mandatary is liable to the third person, subject to any rights the third person may have against the mandator.

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A mandatary who acts beyond his powers is personally liable to the third person he contracts with, unless the third person knew enough about the mandate or the mandator later ratified the acts.

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A mandatary may become personally liable if he fails to disclose the mandator’s identity within the agreed fixed period, or if he withholds the mandator’s name or fails to disclose certain known incapacity or insolvency facts about the person whose identity he reveals.

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A mandator is liable to third persons for the mandatary’s acts done within the mandate, unless the agreement or usage makes the mandatary solely liable.

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The mandator may repudiate the acts of a substitute appointed by the mandatary if the mandator is injured and the substitution was unauthorized or unwarranted.

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The mandator, or after death the heirs, is liable to third persons for certain acts done by the mandatary after the mandate ends.

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A person who leads others to believe someone is their mandatary is liable to a third party who contracts in good faith, unless the person took appropriate measures to prevent the error when it was foreseeable.

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A mandator is liable for injury caused by the mandatary’s fault in performing the mandate, unless the mandator proves that, where the mandatary was not a subordinate, the injury could not have been prevented.

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2165. A mandator, after disclosing to a third person the mandate he had given, may take action directly against the third person for the performance of the obligations contracted by that person towards the mandatary who had acted in his

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A protection mandate is a mandate made by an adult in anticipation of incapacity, using a notarial act en minute or witnesses; it cannot be made jointly by two or more persons.

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2166.1. A mandate may, in particular, state the wishes of the mandator with respect to his care or to his living environment. However, the wishes expressed with respect to medical care in advance medical directives prevail over any

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A mandate made before witnesses must be drawn up and signed in the required way.

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The court may make necessary orders during, or just before, homologation proceedings to protect the mandator, support civil-rights representation, or manage property.

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Decisions about a protection mandate must be made in the mandator’s interest, respecting rights and autonomy and considering wishes and preferences. The mandator must also be informed of the decision as far as possible and without delay.

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The mandatary must consider the mandator’s condition, needs, faculties, and other circumstances, and should maintain a personal relationship, involve the mandator in decisions, and keep the mandator informed as far as possible.

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The mandatary must make an inventory of the property to be administered and send a copy to the person designated to receive the account within 60 days after the mandate is homologated.

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2167.5. A mandatary who continues the administration of another mandatary after the rendering of account is exempt from making an inventory, subject to the stipulations in the mandate. 2020, c. 11, s. 84.

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If a mandate is unclear, the mandatary interprets it under the rules for tutorship to persons of full age.

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If a mandate does not fully cover care of the person or administration of property, a tutorship to a full-age person may be created to complete it, and the mandatary must report to the tutor and later account to the tutor.

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2170. Acts performed before the homologation of the mandate may be annulled or the resulting obligations may be reduced, on the mere proof that the mandator’s incapacity was notorious or known to the other contracting party at the time

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Unless the mandate says otherwise, the mandatary may perform the mandator’s obligations listed in articles 2150 to 2152 and 2154.

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The mandate ends when the court determines the mandator has regained capacity. The mandator may then revoke the mandate if appropriate.

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A designated competent person must report regained capacity to the court office; the mandator or mandatary may request assessments; if assessors confirm capacity, copies are sent to the parties and filed; the clerk then notifies listed persons and, after a 30-day no-objection period, sends a notice ending the mandate’s effects.

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A mandatary may not renounce the mandate unless the replacement step, or an application for tutorship, has first been taken where required.

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The replacement mandatary must notify the Public Curator when taking office.

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The replacement mandatary may apply to court to replace the initial mandatary and to have an account rendered if the mandate is not being faithfully performed or for another serious reason.

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A mandate ends if the mandator revokes it, the mandatary renounces it, the mandatary’s power ends, or either party dies.

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The mandator may revoke the mandate, take back the power of attorney to note termination, and the mandatary may require a duplicate showing that notation.

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If the mandator is incapable, an interested person, including the Public Curator, may ask the court to revoke the mandate, require an accounting by the mandatary, and institute tutorship for the mandator.

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The mandatary may renounce an accepted mandate by notifying the mandator.

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The mandator may renounce the right to revoke the mandate unilaterally in certain cases, and the mandatary may similarly undertake not to exercise a right of renunciation. If either party acts unilaterally despite such an undertaking, the mandate ends.

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If a mandator appoints a new mandatary for the same matter, that appointment counts as revoking the first mandatary once the first mandatary is notified.

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A mandator who revokes a mandate must still perform obligations owed to the mandatary and may have to repair injury caused by an unjustified, poorly timed revocation.

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When the mandate ends, the mandatary must do what follows from the mandatary’s acts or cannot be delayed without risk of loss.

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If there is a protection mandate, the mandatary must notify the Public Curator of the mandator’s death.

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If a mandatary dies, or a tutorship to an adult is instituted, the liquidator or tutor must notify the mandator and take urgent non-deferrable steps on any matter already started, if aware of the mandate and able to act. In a protection mandate case, the mandatary’s liquidator must also notify the Public Curator of the death.

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When the mandate ends, the mandatary must account for the mandate and hand over what was received in performing the duties, even if it was not owed to the mandator.

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A mandatary may deduct what the mandator owes from sums the mandatary must remit, and may keep entrusted property until those sums are paid.

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This section defines a partnership contract and an association contract.

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The partnership or association is created when the contract is formed, unless the contract states a different date.

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Partnerships are general, limited, undeclared, or—if formed in joint-stock form—legal persons.

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A general or limited partnership must file a registration declaration under the Act respecting the legal publicity of enterprises.

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2190. (Repealed). 1991, c. 64, a. 2190; 2010, c. 7, s. 169.

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If a partnership learns its registration declaration is incomplete, inaccurate, or irregular, it may correct it by filing an updating declaration under the cited Act.

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A correction that would infringe the rights of partners or third persons has no effect against them unless they consent, or the court orders it filed after hearing them.

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A correction is treated as part of the registration declaration and as taking effect at the same time, unless a later date is set in the updating declaration or judgment.

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Any change to a partnership’s registration declaration must be set out in an updating declaration.

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Partnership declarations can be set up against third persons once their information is recorded in the enterprise register.

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If a partnership’s registration declaration is incomplete, inaccurate, irregular, or not updated after a change, the partners are liable to third persons for the partnership’s resulting obligations; special partners who are not otherwise liable are exempt from that liability.

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A general or limited partnership must indicate its juridical form in its name or after its name while carrying on its activities.

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A partner owes the partnership what he promised to contribute.

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A property contribution is made by transferring ownership or enjoyment rights and putting the property at the partnership’s disposal.

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A partner who undertakes a contribution of knowledge or activities must keep making it while a partner, and is liable to the partnership for any profit made from that contribution.

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A person who participates in the profits of a partnership must share in the losses.

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A partner’s share in assets, profits, and losses is equal unless the contract sets a different share.

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2203. Any stipulation whereby a partner is excluded from participation in the profits is without effect. Any stipulation whereby a partner is exempt from the obligation to share in the losses may not be set up against third persons. 1991,

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A partner must not compete with the partnership or take part in activity that deprives it of property, knowledge, or activity the partner must contribute.

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A partner who acted in good faith is entitled to recover partnership disbursements and be indemnified for obligations contracted and losses suffered while acting for the partnership.

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If a partner is also personally a creditor of someone who owes the partnership, and both debts are equally due, payments received from the debtor must be allocated to both claims proportionally.

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If a partner has already received the full share of a partnership claim and the debtor later becomes insolvent, the partner must remit what was received back to the partnership, even if an acquittance was given.

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Each partner may use partnership property for the partnership’s interest and destination, and may bind the partnership in its activities, subject to opposition or restriction by the partners.

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A partner may associate a third person with his share without the other partners’ consent, but may not make that person a member of the partnership without consent.

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2210. Where a partner transfers his share in the partnership to a partner or to the partnership or where the partnership redeems it, the value of the share, if the parties fail to agree on it, is determined by an expert designated by the

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A partner’s share in the partnership’s assets or profits may be charged with a hypothec.

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Partners may make agreements among themselves about how they manage the partnership’s affairs.

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Partners may appoint a fellow partner or a third person to manage the partnership.

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If several people manage something together and there is no rule stopping one from acting alone, each may act separately.

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If there is no management stipulation, partners are presumed to have given one another power to manage the partnership; acts by one partner can bind the others; and each partner may require necessary expenses to preserve common property, but may not change that property without the others’ consent.

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Every partner has the right to participate in collective decisions, and the partnership contract cannot prevent that right.

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A partner without management powers may not dispose of common property, except as subject to the rights of third persons acting in good faith.

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A partner may inspect the partnership’s affairs and books, even if excluded from management.

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Each partner can bind the partnership for acts done in its name in the ordinary course of its activities, in relation to third persons in good faith.

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A partner’s obligation made in his own name binds the partnership if it is within the partnership’s activities or concerns property used by the partnership.

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Partners are jointly liable to third persons for partnership obligations, but liability is solidary when the obligations were contracted for the service or operation of the partnership’s enterprise.

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A person who leads others to believe he is a partner may be held liable as a partner to good-faith third persons. The partnership may also be liable if it created that belief and did not prevent the mistake when foreseeable.

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Silent partners are liable to third persons for the same obligations as declared partners.

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A partnership must not make a public offering of securities or issue negotiable instruments.

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A partnership may sue and be sued under the name it declares.

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A partner stops being a member of the partnership if their share is transferred or redeemed, they die, they become bankrupt, or certain withdrawal, expulsion, or court-ordered events occur.

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A departing partner is entitled to the value of the share at departure, and the other partners must pay it when determined, with interest from the departure date.

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A partner may withdraw from a partnership without a fixed term, or where the contract reserves withdrawal rights, if they give notice in good faith and not at an inopportune moment. A partner in a fixed-term partnership may withdraw only with the agreement of a majority of the other partners, unless the contract says otherwise.

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The partners may vote by majority to expel a partner who is not performing obligations or is hindering the partnership’s activities.

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A partnership is dissolved for the causes in its contract, when its object is achieved or impossible to achieve, or by consent of all partners; the court may also dissolve it for a legitimate cause.

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A partnership formed for a specified term may be continued if all partners consent.

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If all shares end up in one partner’s hands, the partnership does not dissolve if another partner joins within 120 days.

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A partner’s authority to act for the partnership ends when the partnership dissolves, except for acts necessarily resulting from dealings already started.

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Dissolution of the partnership does not affect the rights of certain third persons acting in good faith.

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Partnership liquidation must follow the rules in articles 358 to 364 of the Book on Persons, as adapted, and the required notices must be filed under the legal publicity statute.

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A limited partnership has general partners who alone may administer and bind it, and special partners who must contribute to the partnership’s common stock.

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A limited partnership may publicly offer securities to establish or increase common stock, and may issue negotiable instruments. A person who undertakes to contribute becomes a special partner.

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General partners have the powers, rights, and obligations of partners in a general partnership, and must account to the special partners.

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General partners must keep a register at the partnership’s principal establishment listing each special partner’s name and domicile and information about contributions to the common stock.

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2240. The contribution of a special partner, where it consists of a sum of money or of any other property, is furnished at the time of establishment of the common stock or at any other time as an additional contribution to the common

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A special partner may not withdraw any part of his contribution in property to the common stock while the partnership lasts, unless the required consent is obtained and the remaining property is enough to cover the partnership debts.

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A special partner may receive profits, but if doing so reduces the common stock, the partner must repay the amount needed to restore the deficit, with interest.

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A special partner’s share in the partnership’s common stock may be transferred.

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A special partner may give advisory opinions on partnership management, but may not negotiate business, act as mandatary or agent, or let the partner’s name be used in partnership acts.

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If the general partners can no longer act, the special partners may carry out simple administration needed to manage the partnership. If the general partners are not replaced within 120 days, the partnership is dissolved.

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If partnership property is insufficient, general partners are solidarily liable for partnership debts; a special partner is liable only up to the agreed amount of the contribution.

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A special partner whose name appears in the partnership’s firm name is liable for partnership obligations like a general partner unless the person’s status as a special partner is clearly indicated.

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2248. Where the property of the partnership is insufficient, a special partner may not, in that quality, claim as a creditor until the other creditors of the partnership are satisfied. 1991, c. 64, a. 2248.

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Limited partnerships are subject to the rules governing general partnerships, as adapted as required, except for other respects not specified here.

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2250. The contract by which an undeclared partnership is constituted may be written or verbal. It may also arise as a result of facts clearly indicating the intention to form an undeclared partnership. Mere indivision of property existing

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Partners in an undeclared partnership decide its object, operation, management, and other terms; if they make no special agreement, their relations follow the rules for general partners, as adapted.

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As against third persons, each partner keeps ownership of the property he contributes to the undeclared partnership.

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Each partner contracts in his own name and is alone liable to third persons, but if the partners act as partners with third persons’ knowledge, each partner is liable for obligations arising from those acts.

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Partners are not solidarily liable for debts from their activity unless the debts were contracted for a common enterprise; in that case, each partner is liable to the creditor for an equal share.

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A stipulation that limits the partners’ obligation toward third persons cannot be used against those third persons.

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Partners may exercise the contractual rights arising from contracts made by another partner.

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A claim that can be brought against all partners may also be brought against one or more partners without naming the other persons. If judgment is entered against the sued partners, the other partners may then be sued on the same cause of action. If the claim is based on a writing naming all bound partners, all of them must be parties for the judgment to be set up against them.

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A contract of undeclared partnership ends if all partners agree to resiliation, the term expires, a condition is fulfilled, the contract’s object is achieved or becomes impossible, or certain events occur involving a partner.

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The partnership may be agreed to continue after a partner’s death, either with the deceased partner’s legal representatives or with the surviving partners.

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A partner may terminate an undeclared partnership contract by notice when the term is not fixed or the contract reserves a right of withdrawal, if the notice is given in good faith and not at an inopportune moment.

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A contract of undeclared partnership may be ended for a legitimate cause, including when a partner does not perform obligations or blocks the partnership’s activity.

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The partners’ authority to act under an undeclared partnership ends when the contract ends, except for necessary consequences of dealings already started.

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Ending an undeclared partnership contract does not affect the rights of third persons who acted in good faith and later contracted with a partner or another mandatary of all the partners.

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If there is no agreement on how to liquidate an undeclared partnership or who should be the liquidator, any interested person may ask the court to appoint one.

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2265. A partner is entitled to restitution of the property corresponding to the share he owns, and to demand the apportionment in kind or by equivalence of the undivided property he owns in the undeclared partnership, upon termination of

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The liquidator has control of the common property and must first pay debts, then reimburse contributions, and then divide the assets among the partners.

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An association’s constituting contract may be written, verbal, or implied by clear facts showing an intention to form an association.

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2268. The contract of association governs the object, operation, management and other terms and conditions of the association. It is presumed to allow the admission of members other than the founding members. 1991, c. 64, a. 2268; I.N.

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If the contract of association does not provide special rules, the association’s directors are elected from among the members, and the founding members act as directors until replaced.

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2270. The directors act as mandataries of the members of the association. Their only powers are those conferred on them by the contract of association or by law, or those arising from their mandate. 1991, c. 64, a. 2270.

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The directors may sue and be sued to assert the association’s rights and interests.

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Every member may participate in collective decisions, and the contract of association cannot stop a member from exercising that right.

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A member may inform himself about the association’s affairs and consult its books and records, even if excluded from management.

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If the association’s property is insufficient, directors and members who actually administer its affairs may be liable for certain association obligations approved during their administration.

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A member who has not administered the association is liable for the association’s debts only up to the promised contribution and overdue membership fees.

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