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Contracting With Companies in Quebec - Aerospace Innovation Forum
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Contracting With Companies in Quebec - Aerospace Innovation Forum


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Aéro Montréal, Quebec's aerospace cluster, is a strategic think tank created in 2006 that groups all the major decision makers in Quebec's aerospace sector, including companies, educational and …

Aéro Montréal, Quebec's aerospace cluster, is a strategic think tank created in 2006 that groups all the major decision makers in Quebec's aerospace sector, including companies, educational and research institutions, associations and unions.

Aéro Montréal's mission is to mobilize industry players around common goals and concerted actions to increase the cohesion and optimize competitiveness of Quebec’s aerospace cluster. It aims to foster the growth and expansion of the cluster to ensure that it may continue to create wealth for Montreal, Quebec and Canada. Over the years, Aéro Montréal adopted a strategic action plan that includes the creation of working groups. These working groups are dedicated to six areas of intervention, namely supply chain development, branding and promotion, innovation, human resources, defense and national security and commercialization and market development.

The US, and the State of New Hampshire, sent a delegation to the 4th edition of the Aerospace Innovation Forum, to explore their participation with the industry's global leaders and the latest developments in the lifecycle management of new aircraft platforms.

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  • 1. U.S. COMMERCIAL DELEGATION Aerospace Innovation Forum Contracting with Companies in Quebec Dominique Babin, Partner (Montreal) 514-846-2286 December 2013
  • 2. Contracting with Companies in Québec • What you may be concerned with  English is obviously not their first language  What is civil law and how does it impact our relationship and contract?  Can our contract be governed by another law?  What implied warranties am I giving?  What are my recourses if things go bad?  Can I limit my liability?  What else should I know? 2
  • 3. French Language • Charter of the French Language (known as Bill 101) • French is the official language of Québec • Some fundamental language rights  public services, workplace, consumers and instructions • French or English may be used before the courts – right to request translation of judgments in French or English • Laws are enacted in French and English • Business contracts can generally be drafted in English or in French 3
  • 4. Civil Law • What is the Québec Civil Code?  A set of rules that governs people, their relationships with one and other and property  Common law applies in other Canadian provinces and some aspects of Quebec public laws • What are the main differences with Common law?  Rules set out in the code as opposed to developed by a set of judicial decisions  Suppletive role of the rules of Québec Civil Code – contracts are often less detailed than in common law jurisdictions  Still a very stable and mature legal system 4
  • 5. Choice of Law • In the absence of choice of law: law of the country with respect to which the contract has its closest connection • Parties are generally free to choose the law that will apply to their contract • The United Nations Convention on Contracts for the International Sales of Goods will apply to the contract between parties in different jurisdictions, unless expressly excluded 5
  • 6. Recourses • Enforcement by the courts  Provincial courts (first instance and appeal), Supreme court of Canada  Arbitration clause enforceable if exclusive remedy  Choice of jurisdiction will be enforced  Consider difficulty of proving foreign law 6
  • 7. Recourses (Cont’d) • Specific performance (injunction) • Termination or reduction of his own correlative obligation  Service contracts can be terminated unilaterally by the client (event if no default), unless such right is expressly waived by the client • Damages  direct damages  future profits, to the extent they are certain and able to be assessed  foreseen or foreseeable at the time the obligation was contracted, unless intentional or gross fault  generally much lower than those awarded in the U.S.  can be determined in advance (liquidated damages) 7
  • 8. Limitation of Liability • A person cannot exclude or limit his liability for material injury caused through an intentional or gross fault  Gross fault = gross recklessness, gross carelessness or gross negligence • A person cannot in any way exclude or limit his liability for bodily or moral injury 8
  • 9. What Else Should I Know? • Some implied warranties of quality • The contract is formed by the sole exchange of consents • A promise to enter into a contract, when accepted, binds the parties to enter into the contract • Obligation for the parties to act in good faith at the time the obligation is created, performed and extinguished • And much more… 9
  • 10. QUESTIONS? 10