A Québec sale ends nobody’s employment contract. Civil Code of Québec article 2097 says the contract “is not terminated by alienation of the enterprise or any change in its legal structure by way of amalgamation or otherwise” and that “The contract is binding on the successor of the employer.” There is no condition that the buyer offer anyone a job. The buyer inherits contracts, not a service credit.
Key takeaways
SECTION 01 OF 10
It closes the Civil Code of Québec chapter headed CONTRACT OF EMPLOYMENT, and runs to two sentences: “A contract of employment is not terminated by alienation of the enterprise or any change in its legal structure by way of amalgamation or otherwise.” Then: “The contract is binding on the successor of the employer.”
The first sentence removes the sale from the events that end a contract. The second overrides the Code’s own default: article 1440 says “A contract has effect only between the contracting parties; it does not affect third persons, except where provided by law.”
Both versions are official; their histories differ. The French — “Ce contrat lie l’ayant cause de l’employeur.”, quoted as French — is unchanged since 1994, while the version tool shows two English texts, a 1994 one reading “The contract is binding on the representative or successor of the employer.”, and a 2002 one dropping the representative or.
SECTION 02 OF 10
Ontario’s Employment Standards Act, 2000 section 9(1) begins: “If an employer sells a business or a part of a business and the purchaser employs an employee of the seller, the employment of the employee shall be deemed not to have been terminated or severed”. Everything hangs on the middle clause, and subsection (2) switches the deeming off after thirteen weeks. That regime is covered in Ontario’s ESA section 9.
Article 2097 has no equivalent clause and no window. A Québec buyer cannot reach a clean payroll by declining to make offers: the contract is already the buyer’s, so ending it is a termination by the buyer, priced on service the seller accumulated. Treadstone Law’s account of successor-employer status is written to the ESA — the thing article 2097 is not.
SECTION 03 OF 10
Section 97 of the Act respecting labour standards: “The alienation or concession in whole or in part of the undertaking, or the modification of its juridical structure… does not affect the continuity of the application of the labour standards.” On money already owed, section 96: “The former employer and the new employer are bound solidarily in respect of that claim.”
The bridge is the definition of service. Section 1(12) defines uninterrupted service as “the uninterrupted period during which the employee is bound to the employer by a contract of employment”. Article 2097 keeps one contract alive, so that period never breaks and every standard measured in years runs on the combined total. Nor is any of it negotiable downward: section 93 makes the labour standards “of public order”.
SECTION 04 OF 10
The CNESST’s page on the sale, merger or purchase of a company says: “When a company changes owner, the staff’s employment relationship is maintained, as if no change had occurred.” On unpaid claims it tracks section 96, adding what the statute leaves implicit: the former owner is not liable for what happens after the sale.
It then adds a condition: “For this principle to apply, the new owner must demonstrate the continuity of the company’s operation.” Those words appear nowhere in article 2097 or in sections 96 and 97. That is the enforcing body’s administrative position, not the provision — and its own notice says the legislation wins where the two differ.
SECTION 05 OF 10
Section 82 sets a four-rung ladder on uninterrupted service: one week under a year, two weeks from one to five years, four weeks from five to ten, and “eight weeks if the employee is credited with ten years or more of uninterrupted service”.
Section 82.1 excuses four cases only: under three months of service, expiry of a fixed term, serious fault, and superior force. A change of owner is not among them, and section 83 converts a missed notice into “a compensatory indemnity equal to the employee's regular wage excluding overtime”.
The CNESST counts that service in calendar months. On parameters of my own choosing rather than data — $1,400 a week, eleven years of combined service at closing — one post-closing termination costs eight weeks, $11,200, none of it earned under the buyer.
SECTION 06 OF 10
Section 84.0.1 catches buyers who consolidate: a termination of employment “involving not fewer than 10 employees of the same establishment in the course of two consecutive months constitutes a collective dismissal governed by this division”, layoffs of six months or more included. A buyer cutting a dozen duplicated roles after closing is inside it.
The duty under section 84.0.4 is advance notice to the Minister: eight weeks from 10 to 99 employees affected, twelve to 299, sixteen at 300 or more. Section 84.0.13 turns a short notice into an indemnity, and section 84.0.14 gives the employee the greater of that and the section 83 indemnity, never both.
SECTION 07 OF 10
Above the standards sits article 2091, which requires that “The notice of termination shall be given in reasonable time, taking into account, in particular, the nature of the employment… and the duration of the period of work.” Duration of the period of work is what bites after an acquisition: it is the unbroken period article 2097 preserved.
It cannot be signed away. Article 2092: “The employee may not renounce his right to obtain an indemnity for any injury he suffers where insufficient notice of termination is given”. The only clean exit is conduct: article 2094 permits resiliation without notice “for a serious reason”, and being an unwanted employee is not one.
SECTION 08 OF 10
This has no Ontario analogue for non-union staff. Section 124 gives a recourse to “An employee credited with two years of uninterrupted service in the same enterprise who believes they have not been dismissed for a good and sufficient cause”, on written complaint within 45 days.
Under section 128 the Administrative Labour Tribunal may “order the employer to reinstate the employee”, or order an indemnity. Note the wording: two years “in the same enterprise”, not with the same employer. An employee three years into the job at closing can file against the buyer in its first week.
SECTION 09 OF 10
Vacation steps up earlier than most buyers expect. Section 69 gives an employee “credited with three years of uninterrupted service” three consecutive weeks, and section 74 moves the money with it: “the indemnity is equal to 6% of the gross wages of the employee during the reference year” instead of 4%. Three years, not five.
Pay Equity Act section 76.11 transfers pay equity of its own force: alienation or a change of legal structure “shall have no effect upon obligations relative to adjustments in compensation, a pay equity plan or a pay equity audit, which shall be binding on the new employer”. Its second paragraph is the amalgamation trap: thresholds become those of “the enterprise which employed the greatest number of employees”.
For a unionised target, Labour Code section 45 provides that alienation in whole or in part “shall not invalidate any certification granted under this Code, any collective agreement” or any proceeding to secure one, and binds the new employer “as if he were named therein”. Treadstone Law’s answer on a union forcing recognition makes the parallel Ontario point.
SECTION 10 OF 10
The buyer inherits the seller’s drafting. An inherited non-compete comes with article 2089 attached: it “shall be limited as to time, place and type of employment, to what is necessary for the protection of the legitimate interests of the employer”, and “The burden of proof that the stipulation is valid is on the employer.” Then article 2095 strips it from an employer who “has resiliated the contract without a serious reason” — firing a key employee for convenience forfeits the clause the buyer paid for.
New paper after closing has a form requirement. Under the Charter of the French language section 41 the employer must “see that any individual employment contract the employer enters into in writing is drawn up in French”, another language being available only “at the express wish of the parties”. Treadstone Law covers the surrounding compliance for an Ontario corporation operating in Québec.
Allocate the cost in the agreement, and expect it to bind the two of you and nobody else — article 1440 again. Representations, indemnities and a holdback are what work; Treadstone Law gives buyer-side versions in employment due diligence, employee indemnities and undisclosed severance liabilities, all Ontario, so take the method not the rule. Its Ontario–Québec payroll answer is Québec-facing but covers only tax and pension.
Two boundaries. Article 2097 governs employment subject to Québec law, while a federally regulated business runs on Canada Labour Code section 189. And article 2097 speaks of alienation of the enterprise where section 97 says “in whole or in part” — whether a partial transfer engages it identically is unanswered by the text, and I could not verify the case law because CanLII refuses automated access.
No. Article 2097 of the Civil Code of Quebec binds the buyer to every employment contract automatically, with no condition that the buyer offer anyone a job — unlike Ontario’s ESA section 9, which only deems continuity where the purchaser employs the seller’s employee.
No. Because article 2097 keeps the same contract alive rather than creating a new one, the employee’s uninterrupted service carries straight through, and a post-closing termination is priced on the full combined service, not just time worked for the buyer.
Once they reach two years of uninterrupted service in the same enterprise. Section 124 of the Act respecting labour standards lets such an employee file a complaint within 45 days, and the Administrative Labour Tribunal may order the employer to reinstate them.
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