E-signatures in Quebec: what the law asks

The framework: one act and the Civil Code

Quebec’s rules are in the Act to establish a legal framework for information technology (CQLR, chapter C-1.1), known by its French initials LCCJTI, and in the Civil Code of Québec. The act starts from the idea that the medium does not matter:

• Any medium or technology may be used unless the law requires a specific one, and a requirement that a document be in writing does not mean that a specific medium must be used (s. 2).
• A document’s legal value is neither increased nor diminished solely because of the medium chosen, and a document whose integrity is ensured has the same legal value on paper or in another medium (s. 5).
• Integrity is ensured when it can be verified that the information has not been altered and has been kept in its entirety, on a medium that gives it stability and the required perennity, and it must be maintained throughout the document’s life cycle (s. 6).
• No one has to prove that the technology used ensures a document’s integrity, unless the person contesting the document shows, on a preponderance of evidence, that its integrity was affected (s. 7).
• No one can be required to acquire a specific medium or technology to send or receive a document unless the law or an agreement expressly provides for it, and no one has to accept a document in a medium other than paper (s. 29).

What counts as a signature

The Civil Code defines a signature as the affixing by a person, to a writing, of their name or a distinctive mark they regularly use to signify their consent (art. 2827).

The act adds that, whatever the medium, the link between a person and a document can be established by the person’s signature, affixed by any process that meets article 2827 (s. 39).

A signature on a technology-based document can be set up against the person who signed if the document’s integrity is ensured and the link between the signature and the document was established at the time of signing and has been maintained since (s. 39).

An ordinary contract signed by the parties is a private writing, which is subject to no other formality (art. 2826), and a writing is a means of proof whatever its medium, unless the law requires a specific one (art. 2837).

Acts that still need a notary

Some acts must be made by notarial act en minute: an act the notary deposits in their records, where it is kept and from which authentic copies are issued (Notaries Act, s. 35). An e-signature service does not replace the notary for these. Among them:

• Marriage contracts (Civil Code art. 440).
• Gifts of movable or immovable property, unless a gift of movable property is accompanied by delivery and immediate possession (art. 1824).
• Immovable hypothecs. A hypothec is a right on property made liable for the performance of an obligation, such as repaying a loan (arts. 2660 and 2693).
• Declarations of co-ownership, which divide a building into fractions owned by one or several persons, and changes to them (arts. 1038 and 1059).

Wills have their own forms: notarial, holograph or made in the presence of witnesses (art. 712). A holograph will must be written entirely by the testator and signed without the use of technical means (art. 726).

Personal information leaving Quebec (Law 25)

Quebec’s Act respecting the protection of personal information in the private sector was amended in 2021 by the reform known as Law 25 (S.Q. 2021, c. 25).

Before communicating personal information outside Quebec, a business must conduct a privacy impact assessment. It must take into account how sensitive the information is, the purposes for which it will be used, the protection measures that would apply, including contractual ones, and the legal framework of the place where it would be communicated (s. 17).

The information may be communicated if the assessment shows it would receive adequate protection, and the communication must be the subject of a written agreement that takes the results of the assessment into account (s. 17).

The same applies when a business entrusts a person or body outside Quebec with collecting, using, communicating or keeping the information on its behalf (s. 17).

Quebec’s privacy regulator, the Commission d’accès à l’information, notes that this covers communication to another province as well as to another country.

When it collects personal information, a business must also tell the person, where applicable, about the possibility that the information could be communicated outside Quebec (s. 8). Our guide to Law 25 for small businesses covers the rest of the act.

Contracts of adhesion in French

The Charter of the French language, as amended in 2022 (S.Q. 2022, c. 14, known as Bill 96), covers contracts of adhesion: in the Charter’s words, contracts “pre-determined by one party”.

Such a contract, and the documents related to it, must be drawn up in French. The parties may be bound by a version in another language only if the French version was given to the adhering party first and that is their express wish (s. 55).

No party may charge the other for the French version (s. 55).

The French-first rule does not apply to some contracts, including employment contracts and contracts used in relations with persons outside Quebec. Apart from employment contracts, those must still be drawn up in French unless the parties expressly wish otherwise (s. 55).

The Office québécois de la langue française (OQLF) says that since June 1, 2023, every new contract of adhesion must first be given in French. For a contract made through a website or an app, it says the duty is met when the French standard clauses are given to the adhering party, or when the website or app is available in French and the French version of the contract is accessible on it. A bilingual contract is acceptable if French is at least as prominent as any other language. Our guide on signing in French goes further.