In Quebec civil law, the principle of the free circulation of rights occupies a central place. It plays a fundamental role in the legal relationships between parties. Quebec law enshrines this principle by establishing a general rule. According to this rule, an assignment of rights is possible, unless its nature, the law, or an agreement stands in the way. These rules are notably provided for in the Civil Code of Quebec.

Presumption

Quebec law allows any person to assign or transmit their rights. However, this does not apply when the law, the nature of the right, or an agreement opposes it. There is therefore a presumption of assignability and transmissibility of patrimonial rights. In other words, the transfer of a right is the rule. Non-assignability or non-transmissibility is the exception.

The assignment of rights primarily concerns transfers between living persons. It is often carried out for valuable consideration, as in the case of the assignment of a claim. Transmission, for its part, generally occurs upon death. The rights of a person then pass to their heirs or legatees.

Limits

This freedom to assign and transmit rights is however subject to important limits. Certain rights are intimately tied to the person who holds them. This is the case for extra-patrimonial rights. These include notably the rights to privacy, integrity, and reputation. These rights are in principle neither assignable nor transmissible. They are designed to protect the person themselves and not to be the subject of transfers.

Article 1610 of the Civil Code of Quebec moreover provides precise rules on this subject. The right of a creditor to damages is non-assignable when a personality right is involved. It is only transmissible to heirs in such a case. This includes notably the rights to life, integrity, security, dignity, privacy, reputation, image, and respect of name.

Furthermore, laws and regulations may expressly provide for the non-assignability of certain rights. This is notably the case for certain personal benefits or specific indemnities. These rights may only be the subject of an assignment within the limits provided for by the applicable legislation. Such restrictions often aim to preserve the social or protective purpose of the right in question.

Finally, the parties to a contract may themselves limit the assignability of a right. It is not uncommon for a contract to include a non-assignment clause. This notably helps preserve the relationship of trust between the parties. It also allows them to maintain control over the identity of the contracting party.

This limitation is particularly important when a performance includes an inseparable personal component. One can think, for example, of artistic or athletic performances. These clauses are generally valid under Quebec law. However, they must be clearly worded and must not contravene public order.

In practice

In practice, the distinction between assignable and transmissible rights and those that are not raises important issues, notably in commercial transactions, corporate restructurings, or estate settlements.

The poor characterization of a right or an assignment carried out in contravention of a legal or contractual restriction may result in the nullity of the transfer or engage the liability of the parties concerned.

Quebec legislation therefore requires a rigorous analysis of the right in question before any assignment or transmission. It is not sufficient for a right to have economic value to be automatically transferable: its nature, the applicable legislative framework, and the existing contractual commitments must also be examined.

Conclusion

In sum, Quebec law on the assignment and transmissibility of rights illustrates the balance sought. It seeks to reconcile the freedom to dispose of one's rights and the protection of certain fundamental interests. A thorough understanding of the law in force therefore remains essential.

It helps secure commercial transactions and avoid disputes with sometimes significant consequences. At our firm, we are available to assist you in analyzing any situation involving an assignment of rights.