Québec’s Language Legislation: Release of Draft Regulations Impacting Commercial Contracts and Trademarks | Stikeman Elliott LLP
This post summarizes a newly published draft regulation (“Draft Regulation”) that, if passed, will amend the Québec Charter of the French Language (“Charter”) and the Regulation respecting the language of commerce and business in certain key areas, such as commercial contract drafting and the use of English-language trademarks. See our posts from August 2022 and June 2023 for a summary of the main business-related changes that Bill 96 made to the Charter.
Note that, for the sake of simplicity, we refer in this post to certain impacts of the legislation and regulations on the use of English in commercial contexts, but the cited provisions generally apply in the same way to any “language other than French.” Please also note that the Draft Regulation is subject to a 45-day comment period and that it is possible that the final version of its provisions could differ from those described in this post.
Trademarks on Products, Packaging and External Signs: Clarifying the New Rules
Bill 96 established June 1, 2025 as the date on which the exception permitting “recognized” non-French trademarks to appear on external signage and inscriptions (labels on and documents supplied with products) will be restricted to only those marks that are “registered” under the Trademarks Act (Canada). The Draft Regulation clarifies that registered trademarks will include those whose applications with the Registrar of Trademarks are pending.[1]
For both inscriptions and public signage, the Draft Regulation clarifies that a “generic term” refers to one or more words describing the nature of the product,[2] while “description” refers to one or more words describing the characteristics of the product.[3]
Additional information about equivalent French terms on products
Under Bill 96, if a generic term or product description in English forms part of the mark on the product, the term or description will have to also appear in French on the product or on a medium permanently attached to it. According to the Draft Regulation, this applies equally if the mark that includes the English generic term or product description appears on the product’s container or wrapping or any document or object supplied with it.[4] Additionally, the English generic term or product description cannot be given greater prominence than the French version or be available for users on more favourable terms.[5]
Date after which non-compliant products may no longer be offered
Non-compliant products will, however, still be allowed to be distributed, retailed, leased or sold until June 1, 2027, provided they were manufactured before June 1, 2025 and that no French-language version of the product’s trademark was registered before the end of February 2024.[6]
Predominance of French on public signs and posters and commercial advertising
French must also be markedly predominant on public signs and posters visible from outside the premises of a business that include any of the following: (i) a trademark in a language other than French, or (ii) the name of a business that includes an expression from a language other than French. To ensure that French is markedly predominant, the signage must be accompanied by French terms, such as a generic term, a description of the products or services concerned, or a slogan.[7] Additionally, the French must have a greater visual impact than the English. To meet this requirement, the French text must be at least twice as large as the English text and its legibility and permanent visibility must be equivalent to the English within the same visual field.[8]
Public signs and posters whose French components are permanent and that are designed, lighted and situated in such a way as to make the French always easy to read at the same time as the English are considered to meet the requirements for legibility and visibility.[9] In contrast, public signs and posters that are of a precarious nature – such as those that are easily removed or torn off – are not considered to ensure permanent visibility, unless the display system has measures to guarantee the presence or replacement of the signage.[10]
Lastly, the Regulation defining the scope of the expression “markedly predominant” for the purposes of the Charter of the French language is revoked considering that the notion of “markedly predominant” is now addressed in the Draft Regulation.[11]I
Effective date of the changes
If the draft regulation is passed, these changes will come into force on June 1, 2025.[12]
Language of Adhesion Contracts and Related Documents with Private Parties
Adhesion contracts are contracts where the principal clauses were drafted by one party (the “Business”) and the other party (the “Adhering Party”) was not afforded an opportunity to negotiate them.[13] Standard examples include employment contracts, collective agreements, insurance contracts, leases, and co-ownership declarations.
Unless an exemption applies, an Adhering Party may choose to sign an adhesion contract in English only if the Business has first remitted (provided) the French version to the Adhering Party. If the parties have chosen to enter into the contract exclusively in English, the related documents may be exclusively in English as well. Related documents include those that:
- attest to the existence of the contract, such as an insurance certificate;
- are required to be attached by law, such as a resiliation or resolution form;
- otherwise constitute an ancillary document.[14]
Contracts entered into online
For contracts of adhesion entered into online or via other technological means, the requirement to provide a French version of the contract is met by providing the adhering party with the applicable standard clauses in French.[15]
Contracts entered into via telephone
For contracts of adhesion entered into by telephone, the requirement to provide a French version of the contract is met if the adhering party has stated their express wish to enter into the contract in English, provided that the adhering party had an opportunity to consult the applicable standard clauses in French electronically. In cases where the adhering party does not have the technological means to access the applicable standard clauses in the contract and the contract will take effect immediately, the requirement to issue a French version of the contract is met by the adhering party stating their express wish to enter into the contract in English.[16]
[1] Section 9 of the Draft Regulation, new section 27.4 of the Regulation respecting the language of commerce and business.
[2] Section 9 of the Draft Regulation, new section 27.3(1) of the Regulation respecting the language of commerce and business.
[3] Section 9 of the Draft Regulation, new section 27.3(2) of the Regulation respecting the language of commerce and business.
[4] Section 9 of the Draft Regulation, new section 27.2(1) of the Regulation respecting the language of commerce and business.
[5] Section 9 of the Draft Regulation, new section 27.2(2) of the Regulation respecting the language of commerce and business.
[6] Section 10 of the Draft Regulation. The exact date is still to be confirmed considering there is a mandatory 45-day period prior to the adoption of the draft regulation.
[7] Section 9 of the Draft Regulation, new section 27.10 of the Regulation respecting the language of commerce and business.
[8] Section 9 of the Draft Regulation, new section 27.9 of the Regulation respecting the language of commerce and business.
[9] Ibid.
[10] Ibid.
[11] Section 11 of the Draft Regulation.
[12] Section 12 of the Draft Regulation.
[13] The legislation refers to these contracts as “contracts pre-determined by one party”.
[14] Section 9 of the Draft Regulation, new section 27.6(1) of the Regulation respecting the language of commerce and business.
[15] Section 9 of the Draft Regulation, new section 27.6(3) of the Regulation respecting the language of commerce and business.
[16] Section 9 of the Draft Regulation, new section 27.6(2) of the Regulation respecting the language of commerce and business.
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