Aéro Montréal, Quebec's aerospace cluster, is a strategic think tank created in 2006 that groups all the major decision makers in Quebec's aerospace sector, including companies, educational and research institutions, associations and unions. Aéro Montréal's mission is to mobilize industry players around common goals and concerted actions to increase the cohesion and optimize competitiveness of Quebec’s aerospace cluster. It aims to foster the growth and expansion of the cluster to ensure that it may continue to create wealth for Montreal, Quebec and Canada. Over the years, Aéro Montréal adopted a strategic action plan that includes the creation of working groups. These working groups are dedicated to six areas of intervention, namely supply chain development, branding and promotion, innovation, human resources, defense and national security and commercialization and market development. The US, and the State of New Hampshire, sent a delegation to the 4th edition of the Aerospace Innovation Forum, to explore their participation with the industry's global leaders and the latest developments in the lifecycle management of new aircraft platforms.

1. U.S. COMMERCIAL DELEGATION
Aerospace Innovation Forum
Contracting with Companies in Quebec
Dominique Babin, Partner (Montreal)
514-846-2286
December 2013

2. Contracting with Companies in
Québec
• What you may be concerned with
 English is obviously not their first language
 What is civil law and how does it impact our
relationship and contract?
 Can our contract be governed by another law?
 What implied warranties am I giving?
 What are my recourses if things go bad?
 Can I limit my liability?
 What else should I know?
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3. French Language
• Charter of the French Language (known as
Bill 101)
• French is the official language of Québec
• Some fundamental language rights
 public services, workplace, consumers and
instructions
• French or English may be used before the
courts – right to request translation of
judgments in French or English
• Laws are enacted in French and English
• Business contracts can generally be drafted
in English or in French
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4. Civil Law
• What is the Québec Civil Code?
 A set of rules that governs people, their
relationships with one and other and property
 Common law applies in other Canadian provinces
and some aspects of Quebec public laws
• What are the main differences with Common
law?
 Rules set out in the code as opposed to developed
by a set of judicial decisions
 Suppletive role of the rules of Québec Civil Code –
contracts are often less detailed than in common
law jurisdictions
 Still a very stable and mature legal system
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5. Choice of Law
• In the absence of choice of law: law of the
country with respect to which the contract
has its closest connection
• Parties are generally free to choose the
law that will apply to their contract
• The United Nations Convention on
Contracts for the International Sales of
Goods will apply to the contract between
parties in different jurisdictions, unless
expressly excluded
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6. Recourses
• Enforcement by the courts
 Provincial courts (first instance and appeal),
Supreme court of Canada
 Arbitration clause enforceable if exclusive
remedy
 Choice of jurisdiction will be enforced
 Consider difficulty of proving foreign law
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7. Recourses (Cont’d)
• Specific performance (injunction)
• Termination or reduction of his own correlative
obligation
 Service contracts can be terminated unilaterally by the
client (event if no default), unless such right is
expressly waived by the client
• Damages
 direct damages
 future profits, to the extent they are certain and able to
be assessed
 foreseen or foreseeable at the time the obligation was
contracted, unless intentional or gross fault
 generally much lower than those awarded in the U.S.
 can be determined in advance (liquidated damages)
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8. Limitation of Liability
• A person cannot exclude or limit his
liability for material injury caused through
an intentional or gross fault
 Gross fault = gross recklessness, gross
carelessness or gross negligence
• A person cannot in any way exclude or
limit his liability for bodily or moral injury
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9. What Else Should I Know?
• Some implied warranties of quality
• The contract is formed by the sole
exchange of consents
• A promise to enter into a contract, when
accepted, binds the parties to enter into
the contract
• Obligation for the parties to act in good
faith at the time the obligation is created,
performed and extinguished
• And much more…
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10. QUESTIONS?
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