Definitions
1 (1) In this Act, “disclosure document” means the disclosure document required by section 5; (“document d’information”) “franchise” means a right to engage in a business where the franchisee is required by contract or otherwise to make a payment or continuing payments, whether direct or indirect, or a commitment to make such payment or payments, to the franchisor, or the franchisor’s associate, in the course of operating the business or as a condition of acquiring the franchise or commencing operations and, (a) in which, (i) the franchisor grants the franchisee the right to sell, offer for sale or distribute goods or services that are substantially associated with a trade-mark, trade name, logo or advertising or other commercial symbol that is owned by or licensed to the franchisor or the franchisor’s associate, and (ii) the franchisor or the franchisor’s associate has the right to exercise or exercises significant control over, or has the right to provide or provides significant assistance in, the franchisee’s method of operation, including building design and furnishings, locations, business organization, marketing techniques or training, or (b) in which, (i) the franchisor, or the franchisor’s associate, grants the franchisee the representational or distribution rights, whether or not a trade-mark, trade name, logo or advertising or other commercial symbol is involved, to sell, offer for sale or distribute goods or services supplied by the franchisor or a supplier designated by the franchisor, and (ii) the franchisor, or the franchisor’s associate, or a third person designated by the franchisor, provides location assistance, including securing retail outlets or accounts for the goods or services to be sold, offered for sale or distributed or securing locations or sites for vending machines, display racks or other product sales displays used by the franchisee; (“franchise”) “franchise agreement” means any agreement that relates to a franchise between, (a) a franchisor or franchisor’s associate, and (b) a franchisee; (“contrat de franchisage”) “franchisee” means a person to whom a franchise is granted and includes, (a) a subfranchisor with regard to that subfranchisor’s relationship with a franchisor, and (b) a subfranchisee with regard to that subfranchisee’s relationship with a subfranchisor; (“franchisé”) “franchise system” includes, (a) the marketing, marketing plan or business plan of the franchise, (b) the use of or association with a trade-mark, trade name, logo or advertising or other commercial symbol, (c) the obligations of the franchisor and franchisee with regard to the operation of the business operated by the franchisee under the franchise agreement, and (d) the goodwill associated with the franchise; (“système de franchise”) “franchisor” means one or more persons who grant or offer to grant a franchise and includes a subfranchisor with regard to that subfranchisor’s relationship with a subfranchisee; (“franchiseur”) “franchisor’s associate” means a person, (a) who, directly or indirectly, (i) controls or is controlled by the franchisor, or (ii) is controlled by another person who also controls, directly or indirectly, the franchisor, and (b) who, (i) is directly involved in the grant of the franchise, (A) by being involved in reviewing or approving the grant of the franchise, or (B) by making representations to the prospective franchisee on behalf of the franchisor for the purpose of granting the franchise, marketing the franchise or otherwise offering to grant the franchise, or (ii) exercises significant operational control over the franchisee and to whom the franchisee has a continuing financial obligation in respect of the franchise; (“personne qui a un lien”) “grant”, in respect of a franchise, includes the sale or disposition of the franchise or of an interest in the franchise and, for such purposes, an interest in the franchise includes the ownership of shares in the corporation that owns the franchise; (“concession”) “master franchise” means a franchise which is a right granted by a franchisor to a subfranchisor to grant or offer to grant franchises for the subfranchisor’s own account; (“franchise maîtresse”) “material change” means a change in the business, operations, capital or control of the franchisor or franchisor’s associate, a change in the franchise system or a prescribed change, that would reasonably be expected to have a significant adverse effect on the value or price of the franchise to be granted or on the decision to acquire the franchise and includes a decision to implement such a change made by the board of directors of the franchisor or franchisor’s associate or by senior management of the franchisor or franchisor’s associate who believe that confirmation of the decision by the board of directors is probable; (“changement important”) “material fact” includes any information about the business, operations, capital or control of the franchisor or franchisor’s associate, or about the franchise system, that would reasonably be expected to have a significant effect on the value or price of the franchise to be granted or the decision to acquire the franchise; (“fait important”) “misrepresentation” includes, (a) an untrue statement of a material fact, or (b) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made; (“présentation inexacte des faits”) “prescribed” means prescribed by regulations made under this Act; (“prescrit”) “prospective franchisee” means a person who has indicated, directly or indirectly, to a franchisor or a franchisor’s associate, agent or broker an interest in entering into a franchise agreement, and a person whom a franchisor or a franchisor’s associate, agent or broker, directly or indirectly, invites to enter into a franchise agreement; (“franchisé éventuel”) “subfranchise” means a franchise granted by a subfranchisor to a subfranchisee. (“sous-franchise”)  2000, c. 3, s. 1 (1); 2009, c. 33, Sched. 10, s. 1 (1); 2017, c. 20, Sched. 9, s. 1. Master franchise, subfranchise (2) A franchise includes a master franchise and a subfranchise.  2000, c. 3, s. 1 (2). Deemed control (3) A franchisee, franchisor or franchisor’s associate which is a corporation shall be deemed to be controlled by another person or persons if, (a) voting securities of the franchisee or franchisor or franchisor’s associate carrying more than 50 per cent of the votes for the election of directors are held, otherwise than by way of security only, by or for the benefit of the other person or persons; and (b) the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of the franchisee or franchisor or franchisor’s associate.  2000, c. 3, s. 1 (3). Section Amendments with date in force (d/m/y) 2009, c. 33, Sched. 10, s. 1 (1) - 15/12/2009 2017, c. 20, Sched. 9, s. 1 (1-3) - 14/11/2017