Edilex publishes a free newsletter on business law entitled «edilexpress».

These newsletters are intended for businesspersons and lawyers, and cover a wide variety of topics of interest and the recent developments in this field of law as they relate to businesses operating in Quebec.

Our columnists, all experienced lawyers in their field of expertise, will cover these topics and developments in a concise and precise manner, and will explain the impacts the latter may have on the activities of individuals and businesses.

If you wish to receive this newsletter via email or RSS feed, simply register on our mailing list. This list is confidential and is not used for any other purpose.

If you want to read our previous newsletters, they are archived by year of publication since 2002, the launch date of our first column.

Good reading!

Business Contracts: The Criteria for Classifying a Provision in a Contract of Adhesion as Abusive

Article #2009-4, by Me Gilles Thibault on Tuesday, October 20th, 2009

Many routine business agreements, such as contracts of employment, may be considered by the courts to be contracts of adhesion as they may not be freely negotiated. When a contract is thus qualified, it becomes possible to review the reasonableness of any provision therein which is found to be unfair. The person who signed the [...]

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Business Agreements: The Limits of the Penal Clause

Article #2009-3, by Me Gilles Thibault on Sunday, October 11th, 2009

Business agreements often include a penal clause. This provision establishes a set amount or computation method for an amount to be paid by one of the parties to the other in the event that it fails to comply with one of its obligations pursuant to the contract. For instance, the non-compliance with a deadline in [...]

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Business Agreements: an Ambiguous Duration Provision?

Article #2009-2, by Me Gilles Thibault on Sunday, October 11th, 2009

As explained during our seminars on business agreements, when drafting an agreement, it is not enough to merely state the various provisions of the contract. It is also important to ensure that the content is clear so as to avoid an eventual dispute between the parties on how it should be interpreted. A recent decision [...]

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Business Contracts: The «Entire Agreement» Provision, a New Breach?

Article #2009-1, by Me Gilles Thibault on Sunday, October 11th, 2009

If you thought the «entire agreement» provision closed the door on the right of a contracting party to refer to previous documents to establish the intent of the parties, a recent decision of the Superior Court of Quebec ruled otherwise.
The vast majority of business agreements contain an “entire agreement” or “precedence” provision indicating that such [...]

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The Letter of Intent in the Context of the Purchase or Sale of a Business

Article #73, by Me Gilles Thibault on Monday, October 22nd, 2007

Transactions for the purchase or sale of a business are complex and high risk operations. A potential buyer often wants to take the time to know the business before committing to the purchase. To do so, he will need to analyze information about the target business. The seller, on the other hand, wants to ensure [...]

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A Transactional Template as Universal Canvas for Writing Business Contracts

Article #79, by Me Gilles Thibault on Friday, January 19th, 2007

There is a simple and effective way to facilitate business transactions through better management of the information that a contract may contain. A thorough examination of the content of a contract reveals that most contracts suffer from the same chronic problem, namely the lack of an universal sequence and structure for the information contained therein, [...]

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The Ten Basic Rules of Sound Legal Management

Article #58, by Me Gilles Thibault on Tuesday, August 29th, 2006

If you are a director, officer or manager of a business, you cannot ignore the fact that the health of the latter requires a modicum of involvement in the legal monitoring of its activities. The legal management of a business, although it may involve delegating many tasks to the business’s external legal counsel, is still [...]

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Business Processes and Legal Monitoring : How to Manage the Legal Risks Relating to the Establishment and Operations of a Business

Article #55, by Me Gilles Thibault on Tuesday, April 18th, 2006

Businesspersons often complain that their business transactions usually proceed smoothly until lawyers get involved. This unfortunately widespread attitude also encourages managers and business leaders to ignore the many legal aspects of their activities, thus exposing their business to serious risks which can sometimes lead to premature closure of some of our Quebec small and medium [...]

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The Primacy of the Intent of the Parties over the Written Contract

Article #51, by Me Gilles Thibault on Monday, January 23rd, 2006

Many contracts contain a provision stating that it represents the full and entire agreement between the parties and that it has precedence over any oral or written agreement reached prior to its signing. This provision, much like section 2863 CCQ, prevents any claim by either of the party to the contract that the latter does [...]

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Analyzing Contracts: the “Benchmarking” Technique

Article #29, by Me Gilles Thibault on Thursday, February 12th, 2004

When lawyers are called upon to review a contract, they are hindered by the lack of a solid methodology to perform this task. Apart from simply reading and annotation the contract explain their observations, no proven method was developed to efficiently perform this kind of analysis.
This lack of methodology itself in part because each contract [...]

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