{"id":1637,"date":"2026-11-13T10:26:08","date_gmt":"2026-11-13T15:26:08","guid":{"rendered":"https:\/\/alepin.com\/?post_type=publication&p=1637"},"modified":"2026-11-13T10:36:30","modified_gmt":"2026-11-13T15:36:30","slug":"loyalty-and-good-faith","status":"publish","type":"publication","link":"https:\/\/alepin.com\/en\/publications\/loyalty-and-good-faith\/","title":{"rendered":"Loyalty and Good Faith"},"content":{"rendered":"\n

Loyalty and Good Faith: The Foundations of Business Law in Quebec<\/strong><\/p>\n\n\n\n

In the labyrinth of Canadian and Quebec civil law, a paramount rule reigns supreme: that of laying one’s cards on the table. Imagine it as a tacit code, an unwritten yet unanimously recognized standard. In essence, this means that when entering into a contract, one promises much more than simply following terms written in black ink on white paper. One also commits to being loyal and honest in all actions.<\/p>\n\n\n\n

The Supreme Court of Canada, in its landmark judgment in the Bhasin<\/em>[1] case, highlighted this notion by stipulating that each contracting party is bound to act in good faith. And guess what? The idea of good faith is not merely a rule of conduct for the courts, but is also written into the Civil Code of Quebec<\/em>. According to article 6 C.c.Q., contracts must be negotiated, formed, and performed in good faith. This obligation is supported by articles 1375 and 1434 of the Civil Code of Quebec<\/em>. Article 1375 C.c.Q. stipulates that good faith must govern the conduct of the parties from the inception of the obligation until its performance or extinguishment. Similarly, article 1434 C.c.Q. requires that parties comply not only with what is explicitly expressed in the contract, but also with what is considered by law, usage, or equity to be incidental to it. In summary, good faith is not simply an abstract idea; it plays a crucial role in contractual relations in Quebec.<\/p>\n\n\n\n

Where else can we find this idea of loyalty and transparency? The Supreme Court of Canada provides us with additional insight on this subject. In the Zollinger<\/em>[2] case, it reaffirmed that this duty of good faith is not limited to the signing of the contract, but also extends to pre-contractual negotiations. And in the Wastech<\/em>[3] case, it emphasized that this obligation goes beyond merely telling the truth; it also implies actively cooperating to achieve common objectives. Thus, the next time you affix your signature to the bottom of a contract, keep in mind that good faith is not merely an ideal, but the very foundation of fair and equitable relations.<\/p>\n\n\n\n

Recently, in the Ponce<\/em>[4] case, the Supreme Court of Canada clarified the obligations of loyalty and good faith in contracts, offering important lessons for legal practitioners. Antoine Ponce and Daniel Riopel, presidents of “Groupe Excellence,” failed to disclose a third party’s interest in acquiring the group to their majority shareholders, thereby realizing a profit. The courts confirmed that this omission violated the obligations of good faith and contractual loyalty. The Supreme Court upheld this decision, emphasizing the presidents’ implicit duty to disclose relevant information to shareholders. Consequently, the shareholders were entitled to compensation equivalent to the profits made by the presidents.<\/p>\n\n\n\n

In conclusion, the jurisprudence of the Supreme Court of Canada teaches us that loyalty and good faith are fundamental elements in contractual relations. It clarifies that these principles are not simply abstract concepts, but are anchored in the fabric of Canadian and Quebec law. By emphasizing the importance of transparency and defining the obligations of contracting parties, the Supreme Court illuminates the path forward for fair and equitable contractual relations.<\/p>\n\n\n\n

This column contains general legal information and should not replace legal advice from a lawyer or notary who will take into account the specifics of your situation.<\/em><\/p>\n\n\n\n

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[1] Bhasin v. Hrynew<\/em>, 2014 SCC 71.<\/p>\n<\/blockquote>\n\n\n\n

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[2] C.M. Callow Inc. v. Zollinger<\/em>, 2020 SCC 45.<\/p>\n<\/blockquote>\n\n\n\n

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[3] Wastech Services Ltd. v. Greater Vancouver Sewerage and Drainage District<\/em>, 2021 SCC 7.<\/p>\n<\/blockquote>\n\n\n\n

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[4] Ponce v. Soci\u00e9t\u00e9 d\u2019investissements Rh\u00e9aume lt\u00e9e<\/em>, 2023 SCC 25.<\/p>\n<\/blockquote>\n","protected":false},"featured_media":1638,"template":"","publication-category":[],"class_list":["post-1637","publication","type-publication","status-publish","has-post-thumbnail","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/alepin.com\/en\/wp-json\/wp\/v2\/publication\/1637","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/alepin.com\/en\/wp-json\/wp\/v2\/publication"}],"about":[{"href":"https:\/\/alepin.com\/en\/wp-json\/wp\/v2\/types\/publication"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/alepin.com\/en\/wp-json\/wp\/v2\/media\/1638"}],"wp:attachment":[{"href":"https:\/\/alepin.com\/en\/wp-json\/wp\/v2\/media?parent=1637"}],"wp:term":[{"taxonomy":"publication-category","embeddable":true,"href":"https:\/\/alepin.com\/en\/wp-json\/wp\/v2\/publication-category?post=1637"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}