Civil Code of Québec, 1991

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A beneficiary who suffers injury may repudiate acts done by the person mandated by the administrator if those acts are contrary to the constituting act or usage.

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The section presumes certain listed investments to be sound.

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The administrator may choose investments based on yield and anticipated capital gain, and should aim for a diversified portfolio with fixed income and variable revenues when possible.

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An administrator may deposit entrusted money in a bank, savings and credit union, or other financial institution if the deposit is payable on demand or on 30 days’ notice.

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An administrator may keep existing investments after taking office, even if they are not presumed sound, and may also hold replacement securities received after a reorganization, winding-up, or amalgamation of a legal person.

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An administrator acting under this section is presumed prudent, but an administrator who makes an unauthorized investment is liable for any resulting loss.

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Investments made in the course of administration must be made in the name of the administrator acting in that capacity.

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1345. Apportionment of profit and expenditure between the beneficiary of the fruits and revenues and the beneficiary of the capital is made in accordance with the stipulations and clear intention of the constituting act. Failing sufficient

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The administrator may spread substantial expenses over a reasonable period to keep revenue at a regular level.

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1347. The capital account is generally debited for expenditures that are not debited from the revenues, including expenses pertaining to capital investment, alienation of property, and safeguard of the rights of the capital beneficiary or

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The beneficiary of the fruits and revenues is entitled to the net income of the administered property, starting on the date set in the act creating the administration, or if none is set, from the start of the administration or the death that gave rise to it.

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Fruits and revenues payable periodically are counted day by day; dividends and distributions of a legal person are due from the date stated in the declaration of distribution, or if none is stated, from the date of the declaration.

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When a beneficiary’s right ends, they may claim unpaid fruits and revenues and amounts earned but not yet collected by the administrator, but not undeclared dividends of a legal person.

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An administrator must give the beneficiary a summary account of the administration at least once a year.

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The account must be detailed enough to verify its accuracy.

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If there are several administrators, they must render one common account unless their duties have been divided by law, the act, or the court and that division has been respected.

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An administrator must allow the beneficiary to examine the books and vouchers relating to the administration at all times.

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An administrator’s duties end if the administrator dies, resigns, is replaced, becomes bankrupt, or is placed under tutorship or a homologated protection mandate.

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Administration ends if the beneficiary’s right in the administered property ends, the stated term or condition is met, or the administration’s purpose or cause disappears.

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1357. An administrator may resign by giving written notice to the beneficiary and, where applicable, to his co-administrators or to the person who may appoint an administrator in his place. Where there are no such persons or where it is

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An administrator’s resignation takes effect when the notice is received, or on a later date stated in the notice.

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An administrator must make reparation for injury caused by a resignation that is submitted without serious reason and at an inopportune time, or that amounts to a failure of duty.

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A beneficiary who gave another person the administration of property may replace the administrator or end the administration, including by demanding return of the property. Any interested person may apply to replace an administrator who cannot perform duties or is not fulfilling obligations.

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If an administrator dies, or a tutorship or protection mandate is instituted or homologated, the liquidator, tutor, or mandatary must notify the beneficiary and other specified persons, take immediate steps to prevent loss in matters already started, and account for and hand over the property to those entitled to it.

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An administrator's good-faith obligations to third persons can remain valid and binding after the administration has ended, including obligations that are a necessary consequence of the administration or needed to prevent a loss.

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An administrator must give a final account when the administration ends.

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An administrator may render account by agreement at any time if all beneficiaries consent. If there is no agreement, the account must be rendered judicially.

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An administrator must hand over the administered property at the agreed place, or if none is agreed, where the property is.

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An administrator must hand over everything received in performing duties, remain accountable for personal gains from unauthorized use of information, and indemnify for unauthorized use of property.

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The beneficiary or the trust patrimony must bear the administration’s expenses, including the cost of rendering account and handing over the property.

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An administrator owes interest on a balance from the close of the final account or from a demand to produce it; a beneficiary or the trust patrimony owes interest only from the date of demand.

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An administrator may deduct amounts owed by the beneficiary or trust patrimony from sums the administrator must remit, and may retain the administered property until payment.

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If there are several beneficiaries, their obligation to the administrator is solidary.

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An obligation requires persons between whom it exists and a prestation as its object; if it arises from a juridical act, it also requires a justifying cause.

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An obligation arises from a contract or from any act or fact that the law attaches obligation effects to.

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A debtor must render a prestation that is possible, determinate or determinable, and not forbidden by law or contrary to public order.

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A prestation may relate to any property, including future property, if the property is determinate as to kind and determinable as to quantity.

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The parties must act in good faith when an obligation arises, is performed, or is extinguished.

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This Book applies to the State, its bodies, and other legal persons established in the public interest, subject to any other applicable rules of law.

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1377. The general rules set out in this chapter apply to all contracts, regardless of their nature. For certain contracts, special rules which complement or depart from these general rules are established under Title Two of this

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A contract is an agreement of wills in which one or more persons bind themselves to one or more other persons to perform a prestation.

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This section defines a contract of adhesion and says any other contract is a contract by mutual agreement.

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A contract is bilateral when both parties owe each other reciprocal obligations; it is unilateral when only one party owes an obligation.

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A contract is onerous if each party gets an advantage in return for its obligation; it is gratuitous if one party obligates itself for the other’s benefit without receiving any advantage back.

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A contract is commutative if its obligations and reciprocal advantages are certain and determinate when formed; otherwise it is aleatory.

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1383. Where the nature of things does not preclude the performance of the obligations of the parties at one single time, the contract is a contract of instantaneous performance. Where the nature of things requires that the obligations be

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A consumer contract is a contract where a natural person obtains property or services for personal, family, or domestic use from an enterprise.

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1385. A contract is formed by the sole exchange of consents between persons having capacity to contract, unless, in addition, the law requires a particular form to be respected as a necessary condition of its formation, or unless the

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An exchange of consents happens when a person expressly or tacitly shows acceptance of another person's offer to contract.

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A contract is formed when acceptance is received by the offeror.

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An offer to contract must include all essential elements of the proposed contract and show the offeror’s willingness to be bound if accepted.

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This section says an offer to contract comes from the person who starts the contract, the person who decides its content, or sometimes the person who presents the last essential element of the proposed contract.

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1390. An offer to contract may be made to a determinate or an indeterminate person, and a term for acceptance may or may not be attached to it. Where a term is attached, the offer may not be revoked before the term expires; if none is

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If the offeree receives a revocation before the offer, the offer lapses, even if a term is attached.

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An offer ends if acceptance is not received in time, if the offeree rejects it, or if certain events happen before acceptance is received.

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An acceptance that does not substantially match the offer, or that arrives after the offer has lapsed, is not acceptance; it may instead count as a new offer.

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Silence does not mean acceptance of an offer, unless the parties, the law, or special circumstances show otherwise.

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A reward offer is treated as accepted and binding when the requested act is done, even if the performer did not know about the offer, unless the offer was previously revoked expressly and adequately where revocation is allowed.

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An offer to contract made to a determinate person becomes a promise to enter into the proposed contract once the offeree clearly says they will consider the offer and reply within a reasonable time or the time stated.

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1397. A contract made in violation of a promise to contract may be set up against the beneficiary of the promise, but without affecting his remedy for damages against the promisor and the person having contracted in bad faith with the

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Consent may be given only by a person capable of binding himself when the consent is manifested, whether expressly or tacitly.

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Consent must be free and enlightened.

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Error can vitiate consent if it concerns the contract’s nature, the prestation’s object, or another essential element that determined consent.

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1401. Error on the part of one party induced by fraud committed by the other party or with his knowledge vitiates consent whenever, but for that error, the party would not have contracted, or would have contracted on different terms. Fraud

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1402. Fear of serious injury to the person or property of one of the parties vitiates consent given by that party where the fear is induced by violence or threats exerted or made by or known to the other party. Apprehended injury may also

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1403. Fear induced by the abusive exercise of a right or power or by the threat of such exercise vitiates consent. 1991, c. 64, a. 1403.

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1404. Consent to a contract the object of which is to deliver the person making it from fear of serious injury is not vitiated where the other contracting party, although aware of the state of necessity, is acting in good faith. 1991, c.

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Except where law expressly provides otherwise, lesion vitiates consent only for minors and persons of full age under tutorship or under a protection mandate.

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1406. Lesion results from the exploitation of one of the parties by the other, which creates a serious disproportion between the prestations of the parties; the fact that there is a serious disproportion creates a presumption of

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A person whose consent is vitiated may apply to have the contract annulled.

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In a case of lesion, the court may maintain a contract if the defendant offers a reduction of the claim or an equitable pecuniary supplement.

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The rules on capacity to contract are mainly set out in the Book on Persons.

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A contract’s cause is the reason that leads each party to enter into the contract, and it does not have to be stated.

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1411. A contract whose cause is prohibited by law or contrary to public order is null. 1991, c. 64, a. 1411.

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A contract’s object is the juridical operation the parties intended when they formed it, as shown by the rights and obligations the contract creates.

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1413. A contract whose object is prohibited by law or contrary to public order is null. 1991, c. 64, a. 1413.

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If a contract must be made in a particular or solemn form, that form must be followed, including for later modifications unless the modification is only accessory.

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1415. A promise to enter into a contract is not subject to the form required for the contract. 1991, c. 64, a. 1415.

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A contract that does not meet the necessary conditions for formation may be annulled.

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A contract is absolutely null if a formation condition required to protect the general interest is not met.

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Absolute nullity of a contract may be invoked by a person with a present and actual interest; the court may do so on its own motion, and an absolutely null contract may not be confirmed.

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A contract is relatively null if the defect in formation protected by nullity is needed to protect an individual interest, including where a party’s consent is vitiated.

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Relative nullity of a contract may be invoked only by the person for whose benefit it exists or by the other contracting party if acting in good faith and suffering serious injury; the court may not raise it on its own.

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1421. Unless the nature of the nullity is clearly indicated in the law, a contract which does not meet the necessary conditions of its formation is presumed to be relatively null. 1991, c. 64, a. 1421.

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If a contract is null, it is treated as never having existed, and each party must restore what they received from the other.

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A contract is confirmed when there is an express or tacit intention to renounce relying on its nullity.

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If a contract’s nullity can be invoked by multiple parties against a common other contracting party, one party’s confirmation does not stop the others from invoking nullity.

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1425. The common intention of the parties rather than adherence to the literal meaning of the words shall be sought in interpreting a contract. 1991, c. 64, a. 1425.

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1426. In interpreting a contract, the nature of the contract, the circumstances in which it was formed, the interpretation which has already been given to it by the parties or which it may have received, and usage, are all taken into

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Each contract clause must be interpreted with the others and in light of the contract as a whole.

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A clause should be interpreted in a way that gives it some effect rather than none.

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Words with two possible meanings must be interpreted in the way that best fits the contract’s subject matter.

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1430. A clause intended to eliminate doubt as to the application of the contract to a specific situation does not restrict the scope of a contract otherwise expressed in general terms. 1991, c. 64, a. 1430.

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1431. The clauses of a contract cover only what it appears that the parties intended to include, however general the terms used. 1991, c. 64, a. 1431.

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1432. In case of doubt, a contract is interpreted in favour of the person who contracted the obligation and against the person who stipulated it. In all cases, it is interpreted in favour of the adhering party or the consumer. 1991, c. 64,

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1433. A contract creates obligations and, in certain cases, modifies or extinguishes them. In some cases, it also has the effect of creating, transferring, modifying or extinguishing real rights. 1991, c. 64, a. 1433; I.N. 2014-05-01.

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A validly formed contract binds the parties to both the terms they expressly set out and the obligations that are implied by its nature, usage, equity, or law.

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An external clause in a contract binds the parties, but in a consumer contract or contract of adhesion it is null if it was not expressly brought to the consumer’s or adhering party’s attention at formation, unless the other party proves they otherwise knew of it.

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In a consumer contract or adhesion contract, an illegible or incomprehensible clause is null if it causes injury, unless the other party proves an adequate explanation was given.

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An abusive clause in a consumer contract or contract of adhesion is null, and the resulting obligation may be reduced.

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1438. A clause which is null does not render the contract invalid in other respects, unless it is apparent that the contract may be considered only as an indivisible whole. The same applies to a clause that is without effect or that is

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A contract cannot be resolved, resiliated, modified, or revoked unless the grounds are recognized by law or agreed to by the parties.

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1440. A contract has effect only between the contracting parties; it does not affect third persons, except where provided by law. 1991, c. 64, a. 1440.

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If one party to a contract dies, the contract’s rights and obligations pass to that party’s heirs when the contract’s nature allows it.

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Contract rights can pass to successors by particular title when the rights are accessory to the transferred property or closely related to it.

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A person cannot bind others by a contract made in their own name, but may promise that a third person will perform an obligation.

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A person may make a contract stipulation for the benefit of a third person.

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A third person beneficiary does not have to exist or be specifically identified when the stipulation is made, but must be determinable then and must exist when the promisor performs.

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A stipulation may be revoked until the third person beneficiary tells the stipulator or the promisor that the beneficiary accepts it.

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Only the stipulator may revoke a stipulation.

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Revocation of a stipulation takes effect when it is made known to the promisor, unless it is made by will, in which case it takes effect when the succession opens.

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A third person beneficiary or the beneficiary’s heirs may validly accept the stipulation, including after the death of the stipulator or promisor.

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A promisor may raise against the third person beneficiary any defenses that could have been raised against the stipulator.

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A secret contract, or counter letter, is used to express the parties’ true intent, and it prevails over an apparent contract between the parties.

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Third persons in good faith may rely on the apparent contract or the counter letter according to their interest.

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The acquirer gets the real right when the contract is formed for certain and determinate property, or when notified that property determined only by kind is certain and determinate.

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If the same real right in the same movable property is transferred successively to different acquirers, the good-faith acquirer who first gets possession is vested with the real right, even if their title is later.

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A transfer of a real right in immovable property cannot be asserted against third persons unless it follows the rules on publication of rights.

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The debtor who must deliver the property keeps bearing its risks until delivery.

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Every person must follow applicable conduct rules so as not to injure another.

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Every person must honour contractual undertakings.

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A person with parental authority must make reparation for injury caused by a minor under that authority, unless the person proves they were not at fault in the minor’s custody, supervision, or education.

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A person entrusted with a minor’s custody, supervision, or education, and without parental authority, must make reparation for injury caused by the minor’s act, omission, or fault.

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A custodian of an adult who is not of sound mind is generally not required to make reparation for injury caused by that adult’s act or omission, unless the custodian committed an intentional or gross fault while exercising custody.

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A person may be liable for injury caused by the act or omission of a person without reason, but only when that person’s conduct would otherwise be considered wrongful.

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The principal must make reparation for injury caused by subordinates acting in the performance of their duties.

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A subordinate of the State or a public-interest legal person does not stop acting in the performance of duties merely because the act is illegal, beyond authority, unauthorized, or done as a peace officer.

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A custodian of a thing must make reparation for injury caused by the thing’s autonomous act unless the custodian proves no fault.

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An animal’s owner must repair injury caused by the animal, even if the animal was in someone else’s custody or had strayed or escaped.

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The owner of an immovable must make reparation for injury caused by the building’s ruin, including partial ruin, if the ruin results from lack of repair or a construction defect.

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A manufacturer, and also certain distributors and suppliers, must make reparation for injury caused by a safety defect in the movable thing.

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A thing is considered to have a safety defect if, in all the circumstances, it does not provide the safety a person would normally expect.

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A person may avoid liability for injury caused to another by proving superior force, unless the person has undertaken to make reparation.

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A person who helps another person, or who gratuitously gives property for another's benefit for an unselfish motive, is exempt from liability for resulting injury unless the injury results from intentional or gross fault.

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A person may avoid liability for injury caused by disclosing a trade secret if they prove that the public interest outweighed keeping the secret, especially for public health or safety reasons.

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A manufacturer, distributor, or supplier of a movable thing is not liable to repair injury from a safety defect if specific proof-based exceptions are met.

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A person may not exclude or limit liability for material injury caused by intentional or gross fault, and may not exclude or limit liability for bodily or moral injury.

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A notice limiting or excluding reparation for injury from nonperformance of a contract has effect against the creditor only if the party using it proves the other party knew of it when the contract was made.

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1476. A person may not by way of a notice exclude or limit his obligation to make reparation with respect to third persons; such a notice may, however, constitute disclosure of a danger. 1991, c. 64, a. 1476; I.N. 2014-05-01.

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A victim’s assumption of risk does not end the right to a remedy against the person who caused the injury.

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If several persons cause an injury, liability is shared in proportion to each person's fault.

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A person bound to repair an injury is not liable for aggravation the victim could have avoided.

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If multiple persons jointly caused, or may have caused, an injury and it is impossible to identify who actually caused it, they must make reparation solidarily.

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If several persons cause an injury and one is exempted from liability by a special Act, the remaining liable persons must share that exempted share equally.

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This section defines when one person is considered to manage another person's business.

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The manager must inform the principal about the management he has undertaken as soon as possible.

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The manager must keep managing until it is safe to withdraw without loss, or until the principal or another listed representative can take over.

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The liquidator must only take steps needed to avoid loss in matters already begun, and must immediately account to the principal.

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If the conditions for managing another person's business are met, the principal must reimburse necessary or useful expenses, indemnify the manager for qualifying injury, and fulfill necessary or useful obligations the manager contracted with third persons.

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1487. Expenses or obligations are assessed as to their necessity or usefulness at the time they were incurred or contracted by the manager. 1991, c. 64, a. 1487.

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Disbursements the manager makes for an immovable belonging to the principal are treated under the rules for disbursements made by a possessor in good faith.

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A manager contracting in his own name is bound to the third persons he contracts with; a manager contracting in the principal’s name is bound only if the principal is not bound.

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1490. Management inopportunely undertaken by a manager is binding on the principal only to the extent of his enrichment. 1991, c. 64, a. 1490.

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A person who receives a payment made in error, or paid to avoid injury while protesting non-owes, must make restitution.

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1492. Restitution of payments not due is made according to the rules for the restitution of prestations. 1991, c. 64, a. 1492; I.N. 2014-05-01.

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A person enriched at another’s expense must indemnify the other for the loss, up to the amount of the enrichment, if there is no justification.

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Enrichment or impoverishment is justified in the situations listed in this section.

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The indemnity is due only if the enrichment still exists on the day of the demand.

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The impoverished person may take action against the third person beneficiary if the beneficiary could have known of the impoverishment.

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An obligation is conditional if it depends on a future uncertain event.

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