Article 1887 of the Civil Code of Québec (hereinafter “C.C.Q.”) provides that the purchaser of an immovable is bound to respect leases in force published at the registry office, while granting the purchaser a right of termination with respect to leases that are not published, provided that six (6) months notice is given.
On April 2, 2025, however, the Superior Court rendered a decision concerning a clause to respect leases contained in a deed of sale, pursuant to which the purchaser undertook to respect existing leases, even where they had not been published, in Fontaine v. B2GD Société immobilière inc.¹ The Court held that such a contractual undertaking constitutes a true exception to the regime set out in article 1887 C.C.Q. and may deprive the purchaser of the right of termination otherwise granted by that provision.
Background: A Real Estate “Optimization” Project
Since 2016, Ms. Fontaine (the “Plaintiff”) had operated a socially oriented business under a commercial lease. The lease was renewed on January 16, 2020 for a term of 60 months, beginning July 1, 2020 and ending June 30, 2025. In March 2021, the building was acquired by a new real estate company, B2GD Société immobilière inc. (the “Defendant”). The Defendant’s business plan aimed to reduce the area of the Plaintiff’s commercial premises and to evict residential tenants in order to carry out renovations intended to increase rents and optimize mortgage financing.
Aware that the Plaintiff, as a commercial tenant, represented an obstacle to this strategy, the Defendant attempted to unilaterally reduce the leased area and, when the Plaintiff refused, sought to terminate the lease.
An amendment to the lease signed in April 2021 was at the heart of the dispute. The Plaintiff alleged that her consent had been obtained under threat, as the Defendant had clearly indicated that if she refused to sign, the lease would be terminated. The Court accepted this version.
The situation escalated when the landlord padlocked the business premises, depriving the tenant of access to her premises for sixteen (16) days.
The Plaintiff subsequently filed an application seeking to have the lease amendment and the notices of termination declared null, to obtain an injunction allowing her access to the premises, and to claim damages.
The Court’s Decision
The central element of the Court’s reasoning concerned the legal characterization of the clause in the deed of sale whereby the Defendant undertook to “respect the leases in force.” The Defendant argued that this obligation could not be invoked by the Plaintiff due to the principle of relativity of contracts (art. 1440 C.C.Q.), since the Plaintiff was not a party to the deed of sale.
The Court rejected this argument and concluded that the clause constituted a stipulation for the benefit of a third person within the meaning of article 1444 C.C.Q., thereby granting tenants a direct right to require performance of the undertaking.
Characterizing the clause as a stipulation for the benefit of a third person constitutes a recognized exception to the principle of relativity of contracts. In this case, although the Plaintiff was not a party to the deed of sale, she was entitled to invoke the Defendant’s undertaking to respect the leases in force.
The Court also reiterated that four (4) conditions must be met for a stipulation for the benefit of a third person to be valid: the existence of a valid contract between the stipulator and the promisor; an interest on the part of the stipulator in making the stipulation; a determined or determinable beneficiary; and acceptance of the stipulation by the beneficiary. The Court concluded that these conditions were satisfied in the present case.
This characterization carried a decisive consequence: by undertaking to respect the leases in force, without distinction, the Defendant voluntarily deprived itself of the right of termination provided for in article 1887 C.C.Q. That provision is not of mandatory application for the exclusive benefit of the purchaser. It may be modulated, or even set aside, by an express contractual undertaking.
The lease amendment was subsequently declared null, as the Plaintiff’s consent had been vitiated. The Court held that the threat to terminate the lease was illegitimate, since the Defendant did not have such a right, and that the Plaintiff had been misled as to the true extent of the landlord’s rights.
Finally, the padlocking of the premises constituted a wrongful extra-judicial eviction, as a landlord may not take the law into its own hands without judicial authorization.
In addition to compensatory damages, the Court awarded $10,000 in punitive damages, emphasizing the intentional and planned nature of the infringement of the tenant’s right to peaceful enjoyment.
Conclusion
This decision confirms that an express undertaking to respect leases in force may constitute a true exception to the regime of article 1887 C.C.Q. and may deprive the purchaser of the right of termination otherwise provided therein. It underscores the importance, for any purchaser of a rental immovable, of carefully analyzing the obligations assumed in the deed of sale. Imprecise or overly broad drafting may significantly restrict the flexibility sought upon acquisition and increase the purchaser’s obligations.
By: Audrey Robitaille, Partner, and Louisa Kouretas, Student
February 16, 2026
¹ 2025 QCCS 1023.