The Civil Code of Quebec proceeds from a legislative intent to reduce into one instrument the private law of Quebec. The new Civil Code of the province of Quebec came into force on January 1st, 1994. It is the result of a long process of revision which started many decades ago. The revision purports to rejuvenate the code and among other things, adapt it to the evolution of case law.
Contracts are among the many subject matters dealt with by the Civil Code.
There are many classes of contracts. Our focus will be on contracts of adhesion which are defined at article 1379 as a contract in which the essential stipulations were imposed or drawn up by one of the parties, on his behalf or upon his instructions, and were not negotiable. It will be immediately understood that many license agreements and franchise agreements are of that nature since in most cases, the essential stipulations in these agreements were imposed or drawn up by the licensor or the franchisor, on his behalf or upon his instructions. Obviously not all license agreements or all franchise agreements will fall under the category of contracts of adhesion but for the purpose of this article, we will only be dealing with license agreements and franchise agreements which do fall in the category of contracts of adhesion. As a general principle of law, article 1435 states that an external clause referred to in a contract is binding on the parties.