Section 55 of the Charter of the French Language (Charter) provides that contracts pre-determined by one party (contracts of adhesion), contracts containing printed standard clauses, and the related documents must be drawn up in French, but they may be drawn up in English, or in another language, at the express wish of the parties. In Quebec, we often see contracts drafted in English with a clause stating that "this contract is drafted in English at the request of the parties."
In May 2021, the Government of Quebec tabled Bill 96, which provides for significant amendments to section 55 of the Charter. The initial version of Bill 96 provides that the parties to a contract of adhesion or a contract containing standard clauses (Bill 96 provides for striking out the word "printed") may be bound only by the English version of such a contract if, "after examining its French version," such is their express wish.
It can be concluded that the initial version of Bill 96 provides that all contracts of adhesion, as well as contracts containing standard clauses, will henceforth have to be drafted in French, since the parties cannot enter into such contracts in English before having read the French version. This proposal has been criticized by various actors in the business world, as well as by various professional associations, including the Canadian Bar Association.
These criticisms pointed out, among other things, that the changes made by Bill 96, including the striking out of the word "printed," have the effect of considerably broadening the scope of section 55 of the Charter. Under the proposed text, section 55 of the Charter now applied to all contracts containing standard terms. In fact, the majority of mutual agreement contracts of a commercial nature entered into in Quebec contain provisions that can be characterized as standard clauses. For example, most loan agreements contain many standard clauses.
It seems that this criticism was heard during the clause-by-clause consideration of Bill 96 before the Committee on Culture and Education. The committee members recently adopted an important amendment to the text of Bill 96. As a result of this change, section 55 of the Charter now applies exclusively to contracts of adhesion and no longer covers contracts containing standard terms, regardless of whether they are printed or not.
If ultimately adopted by the National Assembly, this change will not only reduce the scope of the changes provided for in Bill 96, but will also reduce the scope of section 55 of the Charter as it currently exists. In practical terms, it may become unnecessary to add a clause providing that "this contract is drawn up in English at the request of the parties" to a mutual agreement contract containing standard clauses. However, some practitioners may wish to continue to do so since such a clause reinforces the validity of a contract drafted in English by French-speaking parties.
This change to Bill 96 is expected to be well received by the Quebec business community. However, the final text of the changes to the Charter is not yet known. We will keep you informed of any new developments to Bill 96 and its adoption by the National Assembly.
