The identical fact — a small payment on an old invoice — leaves a receivable dead in Ontario and brings it back to life in Quebec.
Short answer
Yes — under the Civil Code of Québec, an ordinary commercial account receivable is extinguished by prescription three years after it becomes due, and once that period runs the debt is not just hard to collect, it is legally dead. That matters directly to a working-capital peg built on net accounts receivable in a Quebec deal, and the rule that revives it is not the same rule Ontario uses.
Civil Code of Québec, CQLR c. CCQ-1991, art. 2925 provides: “An action to enforce a personal right or movable real right is prescribed by three years, if the prescriptive period is not otherwise determined.” Article 2921 defines the mechanism itself: “Extinctive prescription is a means of extinguishing a right owing to its non-use or of pleading a peremptory exception to an action.” After three years past due, an ordinary trade receivable is prescribed, and a working-capital peg that carries it at face value is carrying a right that no longer exists.
A payment made AFTER the three years have already run is not automatically irrelevant. Article 2883 provides that “Prescription may not be renounced in advance, but prescription acquired or the benefit of the time elapsed in the case of prescription that has begun to run may be renounced,” and art. 2885 defines renunciation as “either express or tacit; tacit renunciation results from an act or omission which implies the abandonment of the acquired right.” A small payment referencing the specific invoice, made after prescription has completed, can be read as a tacit renunciation that restarts the three-year clock rather than confirming the debt is simply dead. This is Quebec-specific: Ontario’s Limitations Act, 2002, s.13(9) only lets an acknowledgment revive a claim if made BEFORE the limitation period expires — see the Ontario comparator case file, decided the other way on facts that read the same on the surface.
See it decided in the Quebec prescribed-receivable case file and the Ontario comparator case file.
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