Plan on the rules, not on a challenge
In May 2026, the Quebec government tabled Bill 2 to renew, a year early, the notwithstanding clause that shields the Charter of the French language from Canadian Charter challenges. Some clients comply lightly while waiting for a court to strike the Bill 96 rules down. That is a poor bet: the obligations apply today, and the government's intent is clear. Language, privacy, consumer-warranty and competition compliance are known costs of operating in Quebec, and they can be budgeted like any other. Update (30 September 2026): Bill 2 was not adopted before the National Assembly was dissolved on 27 August 2026, and it died on the order paper. The current override remains in force until about June 2027. The next government will decide whether to renew it.
The quarter also brought good news for well-drafted contracts. Two decisions, from the Supreme Court and the Court of Appeal, confirm that Quebec courts hold sophisticated parties to the contracts they actually signed. A precise agreement is enforced as written. A vague one will not be rescued.
Legislative and Regulatory Update
Bill 2 would renew the Bill 96 shield a year early
FactsBill 2, tabled on 6 May 2026, would renew the s. 33 Canadian Charter derogation (the notwithstanding clause) that protects the Charter of the French language, as amended by Bill 96. It would do so about a year before the current override lapses. The renewal would carry the regime to approximately 2031. Update (30 September 2026): the bill was adopted in principle on 10 June 2026, but it died on the order paper when the Assembly was dissolved on 27 August 2026.
Practical impact for foreign lawyersWaiting for a constitutional challenge is not a strategy. All the obligations apply today: francization for companies with 25 or more employees; French versions of contracts of adhesion (standard-form contracts) and related documents; French markedly predominant on exterior signage, including non-French trademarks; and French for websites and HR communications. Advise clients to budget compliance as a permanent, multi-year cost. Clients who comply now are covered whatever happens to the override.
Source: Assemblée nationale du Québec, 43rd Leg., 3rd Sess., Bill 2.
Bill 29 Phase 2, in force 5 October 2026: a legal warranty of good working order
FactsThe second phase of Quebec's consumer-protection reform takes effect on 5 October 2026. It creates a legal warranty of good working order for specified new goods, running from delivery: for example, 3 years for cellphones, tablets and laptops, and 6 years for stoves, refrigerators and heat pumps. The ban on goods designed to shorten their useful life has been in force since 5 October 2023.
Practical impact for foreign lawyersAny manufacturer, distributor or retailer that sells goods into Quebec is covered, wherever it is based. Before the deadline, review warranty terms, supply-contract representations and product-design claims. The checklist in Block 5 takes you through each step.
Source: Publications du Québec (Bill 29).
AMF consultation on Regulation 62-104: take-over and issuer bids
FactsOn 14 May 2026, the Canadian Securities Administrators, including the Autorité des marchés financiers (AMF), proposed amendments to Regulation 62-104 respecting take-over bids and issuer bids. Comments are due by 12 August 2026.
Practical impact for foreign lawyersIssuers with reporting obligations in Quebec can comment while the window is open. The deadline is short and the effort small, but comments can shape future bid rules.
Source: AMF.
Case Law Spotlight: Quebec courts enforce the deal you sign
Two decisions, one message for common-law lawyers: in business-to-business contracts, Quebec civil law enforces the contract as written. It will not rescue a party from its own bargain. For your clients, that means predictability.
6362222 Canada inc. c. Prelco inc., 2021 SCC 39
The Supreme Court upheld a limitation-of-liability clause negotiated between sophisticated parties, even though the breach concerned an essential obligation of the contract. It narrowed the civil-law doctrine of breach of a fundamental obligation: outside consumer and adhesion contracts, such a clause is set aside only if it strips the contract of all obligation, or in case of intentional or gross fault (art. 1474 C.C.Q.).
Why it matters for cross-border dealsRisk-allocation clauses agreed with Quebec counterparties hold. Negotiate limitations and exclusions carefully: the court will apply them as written, not soften them.
2177 23rd Avenue Holdings c. Pival International inc., 2025 QCCA 19
A lease gave the tenant a "renewal option at market rent", with no way to set that rent. The Court of Appeal held that the clause gave the tenant only a priority to negotiate, not a true option. When the negotiation period ended without agreement, the lease ended. The landlord had not negotiated in bad faith, and the court would not set the rent for the parties.
Why it matters for cross-border dealsSay in the lease itself how the renewal rent will be set if the parties do not agree: arbitration, an expert, or a formula. Without that mechanism, the renewal right may be worth little.
The termination right that is hard to contract away
Under article 2125 of the Civil Code of Québec, the client under a contract for services may end it at any time, without cause. Take a three-year managed-services agreement: under art. 2129, the client can walk away owing the value of the work done, the costs incurred and any other injury the provider suffered. As a rule, it does not owe the profit on the rest of the term.
Sophisticated parties can waive this right: art. 2125 is not a rule of public order. But the waiver must be express and unmistakable. A generic entire-agreement clause or an implied term will not do.
For any fixed-term service agreement with a Quebec client, do one of two things. Draft an explicit, conspicuous waiver of art. 2125. Or price the walk-away right into the deal: front-load fees, add minimum commitments, or structure the economics as a licence. Assume the right exists unless your contract excludes it in so many words. The rule is clear and the fix is known: handled at the drafting stage, it costs your client nothing.
Deal and Litigation Trends
What we see in Quebec deals and disputes this quarter, explained for lawyers outside Quebec, and what it means for your next file.
Canada's competition watchdog is ready to block deals
In June 2024, Parliament amended the federal Competition Act to add a structural presumption: a merger that significantly increases market concentration is presumed to harm competition, and the merging parties must prove otherwise. The test is a rise of more than 100 in the concentration index (HHI), with a resulting index above 1,800 or a combined market share above 30%. Two matters from May 2026 are the first real tests. On 5 May, the Competition Bureau challenged Keyera's acquisition of Plains' Canadian natural gas liquids (NGL) business; Keyera closed on 12 May and is contesting the challenge. On 22 May, the Bureau reached a consent agreement requiring P&H to sell a grain elevator as a condition of its GrainsConnect acquisition. The 2026 thresholds have not moved (transaction size still CA$93 million; Investment Canada Act review at CA$2.179 billion for trade-agreement investors).
For your file: this is federal law and applies across Canada, Quebec included. If the deal gives your client a large share of a Canadian market, expect a longer review and possible litigation. Plan the timeline, the outside date and the break fee accordingly.
Quebec buyers and pension funds are replacing foreign buyers
Fewer foreign strategic buyers are acquiring Quebec companies. Local private equity firms and pension funds are taking their place. When foreign investors do come in, they usually take a minority stake, co-invest alongside a Quebec partner or form a strategic partnership, rather than buy control.
For your file: if your client is selling a Quebec business, include Quebec buyers from the start. If your client is investing, expect to negotiate as a minority partner: board seats, veto rights and exit rights will carry the value of the deal.
Earn-outs and put options: Quebec adds a duty of good faith
To bridge the gap between what buyers will pay and what sellers want, private deals increasingly use earn-outs (part of the price depends on future results) and put options (one party can later force the other to buy or sell the remaining shares). In Quebec, the Civil Code requires the parties to act in good faith and not to abuse their contractual rights, including after closing.
For your file: a buyer that runs the business so as to defeat the earn-out may face a claim, even if the contract is silent on the point. Define the accounting rules and the buyer's operating obligations precisely, and have a Quebec lawyer test the exit mechanics before signing.
Entering Quebec: budget four compliance items together
A business entering Quebec now faces four sets of rules at once: Bill 96 (French language), Bill 25 (privacy), the disclosure of ultimate beneficiaries to the Quebec Business Registry (ownership transparency) and tighter federal review of foreign investment.
For your file: when a client asks what it costs to enter Quebec, quote these four items together, as one budget. Known in advance, they are predictable.
Practical Checklist: ready for Bill 29 Phase 2 (5 October 2026)
- ✓Map the exposure. List every product your client sells into Quebec that the new legal warranty of good working order will cover.
- ✓Review warranty documents. Align express warranties, durations and remedies with the new legal minimum. A contract cannot go below it.
- ✓Update supply contracts. Add representations and indemnities on durability and repairability to supply and distribution agreements.
- ✓Check design claims. Screen product documentation and marketing for anything that could read as planned obsolescence.
- ✓Brief customer-facing teams. Scripts for returns, repairs and spare parts must reflect the new rules from day one.