Lesson 5: Contract Law
Lesson 5 examines the principles of contract law under the Civil Code of Quebec: what a contract is and how
contracts are classified, how contracts are formed (offer and acceptance), the four elements required for a valid
contract (capacity, cause, object, and consent), special rules for interpreting adhesion and consumer contracts,
and the recourses and damages available for breach of contract. A key theme: signing a contract does not
guarantee the courts will enforce it — based on principles of public order, a contract (or a clause within it) may
be declared null and unenforceable.
⭐ 5.0 Introduction
KEY CONCEPT ⭐
Just because you signed a contract does not mean the courts will enforce it. Based on principles of
public order, the courts might declare that a contract, or a portion of a contract, that you signed is
null and void and not enforceable.
KEY FRAMEWORK ⭐
When reading a court case, remember: the names of the parties, the facts of the case, the legal
issue in dispute, the position of each party, and the final judgment rendered by the court.
⭐ 5.1 Introduction to Contracts
KEY DEFINITION ⭐
A contract is an agreement of wills — a binding agreement between two or more persons (human
beings or corporations) to perform an undertaking (to do something). The law presumes parties to a
contract act in good faith; where this is not respected, the law provides recourses and damages for
breach of contract (CCQ 1458).
Onerous vs. Gratuitous Contracts ⭐
Type Description Example
Onerous Both parties have an obligation Contract of sale — one party pays
money, the other delivers the item
Gratuitous Only one party has an obligation A gift — one party gives something in
exchange for nothing
Instantaneous vs. Successive Performance (CCQ 1383) ⭐
, Type Description Example
Instantaneous The obligations of both parties can A contract of sale — pay the price
performance be carried out immediately and receive the item at the same
time
Successive performance The obligations of both parties are A lease — the landlord must provide
carried out over time, not all at peaceful enjoyment and the tenant
once must care for the unit over the full
lease term
Oral vs. Written Contracts ⭐
As a general rule, oral/verbal contracts are enforceable, but they are much more difficult to prove (it becomes
one party's word against the other's) — written contracts are preferable for proof purposes.
KEY CONCEPT ⭐
Certain specific contracts must be in writing, or they will not be enforced. Some contracts must
even be in a special written form, not just writing — e.g., real estate transactions and mortgages
require a notarial form (specific document construction, paper type, wording, etc.). These form
requirements are of public order: the contract is only valid if it complies with the required form.
⭐ 5.2 Formation of Contracts
Essential Elements (CCQ 1388) ⭐
KEY DEFINITION ⭐
To create a valid contract, the parties must agree on the contract's essential elements. A valid offer
must state all essential elements: e.g., a contract of sale has two essential elements (the item and
the price); a contract of lease has three (the item, the term, and the price of the rental). The offeror
is the person making the offer; the offeree is the person to whom the offer is made.
Determinate vs. Indeterminate Offers ⭐
• A determinate offer is directed to a specific person.
• An indeterminate offer is made to the public at large (e.g., announcing to a room “I will pay 50 cents for a
blue pen” — directed at no one in particular).
EXAM EXAMPLE
Advertisements are NOT considered an offer to sell — they are considered a notice that the
advertiser is interested in receiving offers. Example: advertising “Cat for sale, $25” and selling to the
first person who shows up. A second interested buyer cannot claim they are entitled to “accept the
offer,” because the advertisement itself was never an offer — it was an invitation to receive offers,
with no obligation to sell to any particular person.
Professional sellers advertising sales have obligations under the Quebec Consumer Protection Act
(e.g., stating “while supplies last”, keeping a reasonable quantity on hand) — a specialized area not
covered in this course.
Lesson 5 examines the principles of contract law under the Civil Code of Quebec: what a contract is and how
contracts are classified, how contracts are formed (offer and acceptance), the four elements required for a valid
contract (capacity, cause, object, and consent), special rules for interpreting adhesion and consumer contracts,
and the recourses and damages available for breach of contract. A key theme: signing a contract does not
guarantee the courts will enforce it — based on principles of public order, a contract (or a clause within it) may
be declared null and unenforceable.
⭐ 5.0 Introduction
KEY CONCEPT ⭐
Just because you signed a contract does not mean the courts will enforce it. Based on principles of
public order, the courts might declare that a contract, or a portion of a contract, that you signed is
null and void and not enforceable.
KEY FRAMEWORK ⭐
When reading a court case, remember: the names of the parties, the facts of the case, the legal
issue in dispute, the position of each party, and the final judgment rendered by the court.
⭐ 5.1 Introduction to Contracts
KEY DEFINITION ⭐
A contract is an agreement of wills — a binding agreement between two or more persons (human
beings or corporations) to perform an undertaking (to do something). The law presumes parties to a
contract act in good faith; where this is not respected, the law provides recourses and damages for
breach of contract (CCQ 1458).
Onerous vs. Gratuitous Contracts ⭐
Type Description Example
Onerous Both parties have an obligation Contract of sale — one party pays
money, the other delivers the item
Gratuitous Only one party has an obligation A gift — one party gives something in
exchange for nothing
Instantaneous vs. Successive Performance (CCQ 1383) ⭐
, Type Description Example
Instantaneous The obligations of both parties can A contract of sale — pay the price
performance be carried out immediately and receive the item at the same
time
Successive performance The obligations of both parties are A lease — the landlord must provide
carried out over time, not all at peaceful enjoyment and the tenant
once must care for the unit over the full
lease term
Oral vs. Written Contracts ⭐
As a general rule, oral/verbal contracts are enforceable, but they are much more difficult to prove (it becomes
one party's word against the other's) — written contracts are preferable for proof purposes.
KEY CONCEPT ⭐
Certain specific contracts must be in writing, or they will not be enforced. Some contracts must
even be in a special written form, not just writing — e.g., real estate transactions and mortgages
require a notarial form (specific document construction, paper type, wording, etc.). These form
requirements are of public order: the contract is only valid if it complies with the required form.
⭐ 5.2 Formation of Contracts
Essential Elements (CCQ 1388) ⭐
KEY DEFINITION ⭐
To create a valid contract, the parties must agree on the contract's essential elements. A valid offer
must state all essential elements: e.g., a contract of sale has two essential elements (the item and
the price); a contract of lease has three (the item, the term, and the price of the rental). The offeror
is the person making the offer; the offeree is the person to whom the offer is made.
Determinate vs. Indeterminate Offers ⭐
• A determinate offer is directed to a specific person.
• An indeterminate offer is made to the public at large (e.g., announcing to a room “I will pay 50 cents for a
blue pen” — directed at no one in particular).
EXAM EXAMPLE
Advertisements are NOT considered an offer to sell — they are considered a notice that the
advertiser is interested in receiving offers. Example: advertising “Cat for sale, $25” and selling to the
first person who shows up. A second interested buyer cannot claim they are entitled to “accept the
offer,” because the advertisement itself was never an offer — it was an invitation to receive offers,
with no obligation to sell to any particular person.
Professional sellers advertising sales have obligations under the Quebec Consumer Protection Act
(e.g., stating “while supplies last”, keeping a reasonable quantity on hand) — a specialized area not
covered in this course.
