General Rules for All Leases

Overview

The general rules applicable to all leases (bail) in Quebec civil law govern the reciprocal rights and obligations of the lessor (locateur) and the lessee (locataire) regardless of whether the leased property is movable or immovable, residential or commercial. These rules form the backbone of the lease regime under the Civil Code of Quebec (CCQ), complementing the more specific provisions for residential leases and for leases of movable property. Because the lease is a contract of successive performance, both parties bear continuing obligations: the lessor must provide enjoyment of the property, and the lessee must pay rent and use the property with prudence and diligence. The regime also addresses sublease, assignment, remedies for non-performance, and rules on termination.

Learning Objectives

Identify the principal obligations that the CCQ imposes on the lessor and the lessee under the general lease regime.
Distinguish between the guarantee against disturbances of right (troubles de droit) and disturbances of fact (troubles de fait), and explain the different remedies available.
Explain the rules governing delivery, peaceful enjoyment, repairs, and the prohibition on changing the form or destination of the leased property.
Describe the conditions under which a lessee may sublease or assign a lease, and the grounds on which a lessor may refuse.
Apply the rules on termination of fixed-term leases, indeterminate-duration leases, and the effects of expropriation or alienation.

Key Concepts and Definitions

Lease (bail): A contract by which a person (the lessor) provides another person (the lessee) with the enjoyment of movable or immovable property for a period, in return for rent.
Lessor (locateur): The party who grants enjoyment of the leased property.
Lessee (locataire): The party who receives enjoyment of the property and pays rent.
Delivery (delivrance): The putting of the property at the lessee's disposal so that the lessee can take actual possession and enjoy it.
Disturbance of right (trouble de droit): Interference with the lessee's enjoyment caused by a third party who claims a real or personal right in or over the leased property.
Disturbance of fact (trouble de fait): Interference with the lessee's enjoyment caused by the conduct of a third party, without any claim of right.
Sublease (sous-location): A lease granted by the lessee of all or part of the leased property to a third party (the sub-lessee), while the original lease remains in force.
Assignment of lease (cession de bail): The transfer by the lessee of all rights and obligations under the lease to a third party (the assignee).

Obligations of the Lessor

The lessor's core obligation is to provide the lessee with enjoyment of the leased property. The CCQ breaks this down into several specific duties: delivery, guaranteeing peaceful enjoyment, guaranteeing fitness for use, making necessary repairs, and refraining from changing the form or destination of the property (art. 1854, 1856, 1864 CCQ).

Delivery of the Leased Property

Delivery (delivrance) is of the essence of the lease contract (art. 1854, al. 1 CCQ). The lessor must place the property at the lessee's disposal with all its accessories and services, at the agreed date. For an immovable, delivery typically occurs through the handing over of keys; for a movable, by physical remise of the thing.

The property must be delivered in good repair of every kind. The lessor is a warrantor (garant) of defects existing at the time the lease is concluded and of those that appear during its term, including latent defects, whether or not known to the parties. In non-residential leases, a clause accepting the premises "as is" is valid and common, unless a defect deprives the lessee of enjoyment. In residential leases, such clauses are rendered ineffective by art. 1893 CCQ.

Both jurisprudence and doctrine treat the delivery obligation as an obligation of result (obligation de resultat). The simple finding that the result was not achieved gives rise to a presumption of fault on the part of the lessor.

Peaceful Enjoyment During the Lease

The lessor must guarantee the lessee peaceful enjoyment (jouissance paisible) throughout the term (art. 1854 CCQ). This too is an obligation of result. The lessor may escape liability only by proving force majeure (force majeure), the act of a third party for whom the lessor is not responsible, or the necessity of urgent repairs. The guarantee covers the leased space and everything necessary for its use. The lessor must refrain from personally disturbing the lessee, must answer for the acts of its employees, and must guarantee the lessee against disturbances caused by third parties.

Guarantee Against Disturbances of Right

A disturbance of right (trouble de droit) arises where a third party claims a real or personal right in or over the leased property that prevents or diminishes the lessee's enjoyment (art. 1858 CCQ). For the lessee to succeed, the third party's right must have been recognized by a court. Courts have extended this concept to include zoning regulations and similar public-law norms that directly affect permitted use. In Lechter (Montreal Professional Building) c. Keurig Canada Inc., the Superior Court and Quebec Court of Appeal confirmed that COVID-19 health decrees did not constitute disturbances of right because they targeted public activities generally rather than the leased property itself.

Because the lessor's obligation here is one of guarantee rather than of result, force majeure cannot serve as a defence. The lessee who has given notice may obtain a rent reduction, resiliation, and damages (art. 1863 CCQ).

Guarantee Against Disturbances of Fact

When a lessee suffers a disturbance of fact (trouble de fait) caused by a third party, the lessor's responsibility is engaged, but the remedies differ depending on the identity of the person causing the disturbance.

Third party who is not another lessee. Under art. 1859 CCQ, where the disturbance is caused by a person outside the lessor's control (a neighbour, a municipality, a thief), the lessor is not bound to compensate but the lessee retains the right to a rent reduction and, where prejudice is serious, resiliation.

Another lessee of the same property. Where another lessee (or a person to whom that lessee has granted access) causes the disturbance, the aggrieved lessee may obtain a rent reduction, resiliation, or damages, provided: (1) notice of the disturbance has been given to the common lessor, and (2) the disturbance persists after notice (art. 1861 CCQ). The lessor may avoid liability for damages by proving prudence and diligence. Only persistent or repetitive disturbances of an abnormal character are covered; the lessor is not liable for an isolated incident unless it had reasonable grounds to anticipate the problem.

Guarantee as to Use

The lessor must guarantee that the property can serve the use for which it is leased and maintain it for that purpose throughout the term (art. 1854, al. 2 CCQ). This covers both apparent and latent defects and applies regardless of the lessor's knowledge. If the property does not conform to municipal regulations and operating permits cannot be obtained, the warranty is engaged. In non-residential leases, the parties may contractually limit this guarantee; in residential leases, art. 1893 CCQ prevents such limitations.

Repairs to the Leased Property

The lessor must make all necessary repairs during the lease, excluding certain minor maintenance repairs that fall to the lessee (art. 1864 CCQ). Doctrine distinguishes between repairing what is damaged and rebuilding what is destroyed: where force majeure has destroyed the property, the theory of risks (theorie des risques) governs rather than the repair obligation.

The lessee must tolerate urgent and necessary repairs for the conservation or enjoyment of the property (art. 1865 CCQ). Loss of enjoyment from such repairs entitles the lessee to a rent reduction and, in serious cases, resiliation. Where the repair requires temporary dispossession, court authorization is needed unless urgency requires immediate action.

If the lessor defaults, the lessee may apply to the court for authorization to carry out the work itself (art. 1867 CCQ); set-off against rent operates by operation of law up to the authorized amount. In truly urgent situations, art. 1868 CCQ permits the lessee to proceed without court authorization, provided the lessee has notified (or attempted to notify) the lessor and the lessor failed to act in a timely manner.

Prohibition on Changing Form or Destination

Neither the lessor nor the lessee may change the form or destination (destination) of the leased property during the lease (art. 1856 CCQ). A change of form occurs where a transformation diminishes the lessee's enjoyment, such as reducing the leased area. A change of destination arises where the rental environment ceases to correspond to what existed at the time of contracting. The prohibition extends to the immediate surroundings of the property.

Rights of Visit and Examination

The lessor has the right to verify the condition of the property, to carry out work, and to have an immovable visited by prospective lessees or purchasers (art. 1857 CCQ). This right must be exercised reasonably. For fixed-term leases, visits and posting of signs must be permitted during the three months (or one month, for leases under one year) preceding expiry; for indeterminate-duration leases, from the date of the notice of resiliation (art. 1885 CCQ).

Obligations of the Lessee

Payment of Rent

The lessee must pay the rent (loyer) at the agreed times and in the agreed manner (art. 1855 CCQ). Without rent, the contract is not a lease. Absent contrary agreement, rent is querable at the lessee's domicile (art. 1566 CCQ), though in practice it is typically portable and paid by pre-authorized debits. Where multiple lessees are bound, the rent obligation is divisible unless solidarity is expressly stipulated (art. 1519, 1525 CCQ). Solidarity is, however, presumed among debtors who contract for the operation of an enterprise.

Prudent and Diligent Use

The lessee must use the leased property with prudence and diligence (art. 1855 CCQ). This is a broad duty that governs every aspect of use and from which the lessee's more specific obligations (notification of defects, liability for loss, minor repairs) follow as applications. Continuous occupation is not required unless the lease expressly stipulates it. The lessee's failure to operate its business on the premises may, in some cases, amount to a prohibited change of destination under art. 1856 CCQ, as the Quebec Court of Appeal recognized in 9745866 Canada inc. c. 9518002 Canada inc., where a pharmacy tenant's failure to begin operations for over a year justified extra-judicial resiliation.

Notice of Defects and Loss of the Property

The lessee must notify the lessor within a reasonable time of any substantial defect or deterioration (art. 1866 CCQ), allowing the lessor to make repairs before damage worsens. Failure to give notice may reduce or eliminate the lessor's liability and may expose the lessee to liability for the lessor's resulting losses. Notice is unnecessary where the lessor already knows of the defect or is its author.

As to loss of the property, the lessee bears a presumption of fault in cases of degradation (art. 1862 CCQ), rebuttable by proving absence of fault or an extraneous cause (force majeure, act of a third party, latent defect, normal wear). For immovables damaged by fire, the presumption is reversed: the lessor must establish the lessee's fault (art. 1862, al. 2 CCQ).

Minor Maintenance Repairs

Minor maintenance repairs (menues reparations d'entretien), often called "tenant repairs" (reparations locatives), are the lessee's responsibility under a legal presumption from which the lessee can be relieved only by proving age of the property or force majeure (art. 1864 CCQ). These are small, simple works made necessary by minor degradation: filling nail holes, paint touch-ups, replacing a belt on a motorized appliance, and similar tasks. The parties should clearly define their respective repair obligations in the lease; absent such clarity, local usage governs.

Return of the Property at End of Lease

At the end of the lease, the lessee must return the property in the condition in which it was received, except for changes resulting from age, normal wear, or force majeure (art. 1890 CCQ). The lessee must remove any constructions, works, or plantings it has made, provided their removal does not cause deterioration (art. 1891 CCQ). If removal would cause damage, the lessor may retain them by paying their value or compel removal and restoration. Where restoration is impossible, the lessor may keep the improvements without compensation. Non-residential leases frequently negotiate these obligations in advance, given the cost of dismantling specialized fit-outs at lease end.

Obligations Toward Other Lessees

Each lessee must conduct itself so as not to disturb the normal enjoyment of the other lessees (art. 1860 CCQ). The standard mirrors the test for abnormal neighbourhood disturbances under art. 976 CCQ: only persistent or repetitive disturbances of an abnormal character are sanctioned. Isolated incidents do not engage liability unless the lessor had reason to anticipate a recurring problem. Where disturbances are serious, the lessor may seek resiliation of the at-fault lessee's lease, and the aggrieved lessee also has direct recourse against the at-fault lessee. Whether this recourse is contractual (as a legal stipulation for another, stipulation pour autrui) or extra-contractual remains debated in Quebec doctrine.

Sublease and Assignment of Lease

Sublease

A sublease (sous-location) is a lease of all or part of the leased property from the lessee (who becomes sous-locateur) to a sub-lessee (sous-locataire). The original lease remains in force and the principal lessee remains responsible for all lease obligations. Art. 1876 CCQ grants the sub-lessee a direct action against the lessor for breach of the lessor's obligations, despite the absence of a contractual link between them.

Where the principal lessee defaults on rent, the lessor may proceed directly against the sub-lessee up to the amount owed under the sublease (art. 1874 CCQ). Because the sub-lessor cannot grant more rights than it possesses, the sublease terminates at the end of the principal lease even if made for a longer period.

Assignment of Lease

An assignment of lease (cession de bail) transfers all of the lessee's rights and obligations to a third party (the assignee), who becomes the new lessee without the conclusion of a new contract. Unlike a sublease, assignment discharges the assigning lessee (cedant) from all future obligations (art. 1873 CCQ), operating in effect as a novation by change of debtor. In non-residential leases, the parties commonly stipulate that the assigning lessee remains jointly liable with the assignee.

Where it is unclear whether a transaction constitutes a sublease or an assignment, the presumption is in favour of sublease, consistent with the rule that novation is not presumed (art. 1661 CCQ).

Conditions and the Lessor's Right of Refusal

Both sublease and assignment require the lessor's prior consent (art. 1870 CCQ). The lessee must send the lessor a notice containing the name and address of the proposed sub-lessee or assignee. The lessor has 15 days to respond; failure to respond is deemed consent (art. 1871, al. 2 CCQ).

The lessor may refuse only for a serious reason (motif serieux) (art. 1871 CCQ), and bears the burden of proof on justification. Courts have recognized as serious reasons: insufficient financial capacity of the proposed transferee, a history of undesirable conduct, and broken trust with the candidate's principal director. Requiring the sub-lessee to sign an entirely new lease or to furnish postdated cheques and a security deposit has been held insufficient. An unjustified refusal may entitle the lessee to resiliation or to a judicial validation of the transfer. Where the lessee fails to give notice, courts may decline to annul the transaction if the lessor suffered no serious prejudice and would have had no reasonable ground to refuse.

Termination of the Lease

Fixed-Term Leases and Renewal

A fixed-term lease ends by operation of law at the expiry of its term, without advance notice (art. 1877 CCQ). Renewal (reconduction) must be express for movable property. For immovables, renewal may be tacit: if the lessee continues to occupy the premises for more than ten days after the term without the lessor's opposition, the lease is renewed for one year or, if the initial term was less than one year, for the same duration (art. 1879 CCQ). Any manifestation of contrary intention by the lessor (written notice, legal proceedings, renewal negotiations) prevents tacit renewal. A third-party security does not extend to the renewed lease (art. 1881 CCQ).

Indeterminate-Duration Leases

An indeterminate-duration lease continues until either party gives notice of termination (art. 1877, 1882 CCQ). For immovables, notice must be given within the same period as the rent payment term, up to a maximum of three months. For movables, the required notice is ten days regardless of the rent payment term (art. 1882, al. 2 CCQ). The sender bears the burden of proving receipt.

Expropriation and Alienation of the Leased Property

Expropriation. Total expropriation terminates the lease on the date the expropriating authority may take possession (art. 1888, al. 1 CCQ). Partial expropriation entitles the lessee, depending on the utility of the remaining portion, to resiliation or rent reduction. The expropriating authority, not the lessor, is responsible for indemnifying the lessee (art. 66, Loi sur l'expropriation).

Alienation. The sale or other alienation of the leased property does not by itself terminate the lease (art. 1886 CCQ). Alienation operates as a legal assignment to the new owner, who assumes the original lessor's rights and obligations. For published leases (bail publie), the acquirer must respect the lease until its term. For unpublished leases with more than 12 months remaining, the acquirer may terminate the lease at the expiry of 12 months from alienation, on six months' notice for immovables or one month for movables (art. 1887 CCQ). Failure to give timely notice forfeits the right to termination. Publication at the Land Register (Registre foncier) is therefore a significant protective measure: knowledge of an unpublished lease does not replace registration (art. 2963 CCQ), and any waiver of publication is without effect (art. 2936 CCQ).

Practice Checklist

Glossary

Assignment of lease (cession de bail): Transfer by the lessee of all rights and obligations under the lease to a third party, who becomes the new lessee.
Delivery (delivrance): The act of placing the leased property at the lessee's disposal so that the lessee may take actual possession.
Disturbance of fact (trouble de fait): Interference with the lessee's enjoyment caused by a third party's conduct, without any claim of right.
Disturbance of right (trouble de droit): Interference with the lessee's enjoyment caused by a third party who claims a real or personal right in or over the leased property.
Force majeure (force majeure): An unforeseeable and irresistible event that prevents the performance of an obligation.
Lease (bail): A contract by which the lessor provides the lessee with the enjoyment of property for a period, in return for rent.
Lessee (locataire): The party who receives enjoyment of the leased property and pays rent.
Lessor (locateur): The party who grants enjoyment of the leased property.
Net lease (bail net): A lease under which the lessee pays a base rent plus a proportionate share of operating costs and property taxes.
Obligation of result (obligation de resultat): An obligation under which the debtor is presumed at fault upon simple proof that the promised result was not achieved.
Peaceful enjoyment (jouissance paisible): The lessee's right to use and benefit from the leased property without interference.
Sublease (sous-location): A lease granted by the lessee to a third party (the sub-lessee) of all or part of the leased property, while the original lease remains in force.
Tacit renewal (reconduction tacite): The automatic renewal of a lease of an immovable when the lessee continues to occupy the premises beyond the term without opposition from the lessor.

References

Civil Code of Quebec (CCQ), art. 1851-1891.
Art. 1854, 1855, 1856, 1857, 1858, 1859, 1860, 1861, 1862, 1863, 1864, 1865, 1866, 1867, 1868, 1869, 1870, 1871, 1872, 1873, 1874, 1875, 1876, 1877, 1878, 1879, 1881, 1882, 1884, 1885, 1886, 1887, 1888, 1889, 1890, 1891 CCQ.
Art. 1444-1450, 1519, 1525, 1553, 1564, 1566, 1637-1646, 1660-1666, 1693, 1694, 1717, 1893, 2936, 2938, 2943, 2963, 2999.1 CCQ.
Lareau c. Regie du logement (Superior Court, judicial review, ice storm force majeure).
Lechter (Montreal Professional Building) c. Keurig Canada Inc. (Superior Court and Court of Appeal, COVID-19 measures and disturbance of right).
9745866 Canada inc. c. 9518002 Canada inc. (Court of Appeal, change of destination by failure to operate).
Metrorichelieu Inc. c. Centre commercial Innovation Inc. (urgent repairs by lessee).
Malouin c. Ferme Guy Bonin Enr. (Court of Appeal, lessor's refusal to consent).
Succession Filomena Di Clementi c. Jamila Sghaier (refusal conditions for sublease).
Loi sur l'expropriation, art. 66.

This article is provided for educational purposes only and does not constitute legal advice. For guidance on specific situations, consult a qualified Quebec lawyer.

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