Article 1871 of the Civil Code of Québec gives a commercial lessee something no common-law province supplies: a deadline. A lessor who refuses consent to an assignment must give reasons “within 15 days after receiving the notice”, and if he does not, “he is deemed to have consented”. The rule sits in the Code’s general lease provisions, not its housing ones.
Key takeaways
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The governing text is the Civil Code of Québec, chapter IV, headed simply “LEASE”. Article 1851 covers the whole category: “Lease is a contract by which a person, the lessor, undertakes to provide another person, the lessee, in return for a rent, with the enjoyment of movable or immovable property for a certain time.”
Divisions I to III then govern every lease. Division IV, headed “SPECIAL RULES FOR LEASES OF DWELLINGS”, opens at article 1892 and pushes out even “the lease of a dwelling in which over one-third of the total floor area is used for purposes other than residential purposes”. Articles 1870 to 1876 sit in Division II.
The proof is article 1893, under which a clause in a lease of a dwelling inconsistent with, among others, “articles 1856 to 1858, 1860 to 1863, 1865, 1866, 1868 to 1872, 1875, 1876 and 1883 is without effect”. A rule reached out to and made imperative for dwellings already applies to leases generally.
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Article 1870 opens with the right, not the restriction: “A lessee may sublease all or part of the leased property or assign the lease.” A procedure follows: the lessee “is bound to give the lessor notice of his intention and the name and address of the intended sublessee or assignee and to obtain the lessor’s consent”.
Three particulars are named and no others: the intention, the name, the address. The Code does not oblige the seller to hand over the buyer’s financial statements or a credit report, though supplying them shortens any argument about whether a refusal had a serious reason. Send it in a form whose date of receipt you can prove: that date starts the clock.
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Article 1871 sets the standard: “The lessor may not refuse to consent to the sublease of the property or the assignment of the lease without a serious reason.” The French version, equally official, reads “Le locateur ne peut refuser de consentir à la sous-location du bien ou à la cession du bail sans un motif sérieux.”
The second paragraph has no common-law equivalent: “If he refuses, he is bound to inform the lessee of his reasons for refusing within 15 days after receiving the notice; otherwise, he is deemed to have consented.” The sanction for missing the deadline is consent, not damages.
Treadstone Law, writing about Ontario, states the contrast: “Ontario commercial leasing law does not set a fixed number of days after which a landlord’s silence on an assignment request automatically becomes deemed consent”. Ontario runs through section 23 of the Commercial Tenancies Act: unreasonableness, judged after the fact. Quebec supplies a clock instead.
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The Code does not define it and lists no grounds. It supplies instead a standard governing the exercise of every civil right. Article 6: “Every person is bound to exercise his civil rights in accordance with the requirements of good faith.” Article 7 adds that no right may be exercised “in an excessive and unreasonable manner”.
Article 1375 carries the same duty into contracts. A refusal given to recapture below-market space, or to force a new lease, is therefore an abuse of right under the Code’s general part.
This article does not say which reasons Quebec courts have accepted, because none could be verified: CanLII is unreachable here and the judgment databases returned no readable text.
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Article 1872 is one sentence and it decides the economics: “A lessor who consents to the sublease of the property or the assignment of the lease may not exact any payment other than the reimbursement of any reasonable expenses resulting from the sublease or assignment.” That is the cost of documenting the transfer, not a fee for allowing it.
Ontario’s statute lists nothing a landlord may ask for. Treadstone Law’s Ontario answer records that “landlords often use the assignment request as an opening to negotiate” for a new lease with updated rent. Rent taken as the price of consent permanently changes the acquired cost base, arriving after the multiple was set. In Quebec that ask is not the default; it has to be written into the lease first (section 08).
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Article 1873: “The assignment of a lease discharges the former lessee of his obligations, unless, where the lease is not a lease of a dwelling, the parties agree otherwise.” Discharge is the rule; the contrary agreement is the exception, and it is permitted only outside the dwelling context.
Ontario runs the other way. Treadstone Law advises that “Sellers should always negotiate for a clean release from their lease obligations as a condition of the assignment”, because without one the seller stays exposed to the buyer’s defaults. A Quebec seller starts from the opposite position.
Two limits. Article 1873 discharges the former lessee and says nothing about a surety, which is its own contract — article 2335: “Suretyship is not presumed; it is effected only if it is express.” The same holds for an Ontario personal guarantee. And under article 1881, security given by a third person “does not extend to a renewed lease”. Limiting personal exposure works the rest through.
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Article 1870 handles the two together; the Code then pulls them apart. Under a sublease the seller stays the lessor’s tenant. Article 1874: where the lessor sues the lessee, “the sublessee is not bound towards the lessor for any amount except the rent for the sublease which he owes to the lessee”.
Each side gets one right across that gap. Article 1875 lets a lessor apply to resiliate a sublease where a sublessee’s nonperformance “causes serious injury to the lessor or the other lessees or occupants”; article 1876 lets a sublessee exercise the lessee’s rights and remedies where the lessor fails to perform.
What a sublessee does not get is article 1873, written for assignment alone. A buyer taking a sublease buys occupancy from the seller, leaves the seller bound, and holds nothing directly against the lessor beyond articles 1874 to 1876.
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Article 9 frames the question for the whole Code: “In the exercise of civil rights, derogations may be made from those rules of this Code which supplement intention, but not from those of public order.” The answer turns on which kind of rule articles 1870 to 1872 are for commercial premises.
The Code answers half of it. Article 1893 makes articles 1868 to 1872 imperative for a lease of a dwelling, and the chapter contains no equivalent for any other lease. That asymmetry is the Code’s own, and it is why the clause has to be read before anyone relies on the fifteen days.
The freedom is not unlimited. A lease is a contract of adhesion under article 1379 if “the essential stipulations were imposed or drawn up by one of the parties… and were not negotiable”. Where it is, article 1437 makes an abusive clause “null, or the obligation arising from it may be reduced”. A lease negotiated between two represented businesses gets none of that.
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The lease survives the sale. Article 1886: “Voluntary or forced alienation of leased property or extinction of the lessor’s title for any other reason does not terminate the lease by operation of law.” Article 1887 gives the acquirer of an immovable a limited exit, on six months’ written notice, where a fixed term has over 12 months left to run.
The defence is registration, and article 1887 says so: “He may not resiliate the lease if it was registered at the registry office before the act of alienation… was so registered.” Article 2999.1 supplies the mechanism and names commercial premises to do it: “Registration of rights under a lease on an immovable other than a dwelling or of the assignment of such a lease may be obtained… by presenting a notice to the Land Registrar.”
A commercial lease registered before the act of alienation is registered cannot be resiliated by the acquirer, and the assignment can be registered the same way. That matters most where the seller keeps the building — what a pre-closing carve-out costs.
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Three things, readable today. Whether the lease displaces articles 1870 to 1872, which decides whether the fifteen days exist at all. Whether the intended use matches the leased purpose, since article 1856 bars either party from changing the destination of the premises mid-term. And whether holding over risks a renewal nobody chose — article 1879: “A lease is renewed tacitly where the lessee continues to occupy the premises for more than 10 days after the expiry of the lease without opposition from the lessor.”
Know the forum. Section 28 of the Act respecting the Administrative Housing Tribunal gives that tribunal first-instance jurisdiction “to the exclusion of any other tribunal” over applications “respecting the lease of a dwelling” within the Court of Québec’s limit. Commercial premises go to the ordinary courts, which is why the fifteen days is worth more than a right to litigate afterwards.
Two scope limits. This is Quebec law only; the Ontario answer is a different statute, set out in what section 23 gives an Ontario buyer, with diligence on the space itself in premises suitability. Treadstone Law’s library is Ontario-scoped: of the 15,161 URLs in its sitemap, three carry “quebec” in the slug and none concerns a lease, so its pages are cited only for the Ontario comparison they make.
The landlord is deemed to have consented. Article 1871 of the Civil Code gives the lessor 15 days after receiving notice to state a serious reason for refusing; missing that deadline is treated as consent, not delay. Quebec is unusual in supplying a fixed clock — Ontario’s Commercial Tenancies Act sets no such deadline.
No, not by default. Article 1873 discharges the former lessee once a lease is assigned, unless the parties agree otherwise — and that contrary agreement is only permitted outside the dwelling context. This is the reverse of Ontario, where a seller must negotiate a release as a condition of assignment.
It depends on how the lease was negotiated. Article 1893 makes the 15-day rule imperative only for leases of a dwelling, so a commercial lease can, under article 9, derogate from it. But a clause imposed rather than negotiated makes the lease a contract of adhesion under article 1379, and an abusive clause can be struck down under article 1437.
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