Chapters: 7,8,9 + Chapter 2 Ethics

+ Material, moral and punitive damages in Charter of Rights

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Chapter 7: Employment Law

[7.1] Introduction

The relationship between employee and employer takes form of a

contract between the parties; may be verbal or written. Employment
contracts considered two ways:
1. Individual contract: the terms are negotiated and agreed
between an employee and employer. Conditions agreed upon
applies only to that particular employment relationship, and
between these two parties
2. Collective agreement: a contract between employer and a
group of employees. Group may be called a union, brotherhood,
syndicate, etc.
[7.2] The Individual Contract of Employment
(7.2.1) Introduction

o Contract governed mainly by rules in the Civil Code of Quebec

o Also important provisions in Quebec Labor Standards Act & in
Quebec Charter of Human Rights & Freedoms; all 3 of these laws
of the province important
(7.2.2) The Civil Code of Quebec

o Civil Code of Quebec defines & outlines what constitutes an

employee contract; rules of the contract set out in articles 20852097 of Civil Code
(7.2.2.1) The Contract; 2085

Its a contract, subject to all the general rules of

contract
It is bilateral; requires both parties to undertake to do
something for the other; employee does the work &
employer pays employee
Contract requires work to be done continuously until
termination

The work must be done according to instructions &

directions of employer, requires employee to be
subordinate; this subordination is the essence to the
contract of employment
Employee must personally carry out the work to be
done
Contract must be for a limited time - person cant bind
himself forever; would be equivalent to slavery if so

(7.2.2.2) Term; 2086

Contract can be for a fixed term or an indeterminate

term
Fixed: has a clearly agreed termination date; at day,
contract ends
o

If work completed before termination date or employer

wants to terminate contract, the employee cant be laid
off; employer must pay employee the full amount that
would have been earned

Indeterminate term: the parties have agreed not to

set a specific termination date; contract continues until
terminated by 1 party
o

If employer wants to pause contract, employee laid

off for short period, no more than 6 months; whoever
wants to end gives date

(7.2.2.3) Form

No specific form required; can be verbal or written; can

be set out in a letter written by employer or can be
formal contract with many pages of conditions

(7.2.2.4) Employer/Employee Obligation and Rights

Employers main obligations is to allow employee to

carry out the work, to pay the wage/salary, and ensure
work can be done safely
Employer has right to insist work is done in particular
way and having employees follow certain behavior; has
right to discipline
o
o

Disciplinary measures begin with verbal + written

warning, penalties of pay, demoting to lower position
and finally to fire
Dismissed for cause: being fired on the spot for
things like starting a fire, smoking, sleeping, fighting,
stealing, etc.

Employee obliged to do work carefully, promptly and

best of his ability; to be honest in dealing with
employer, not give confidential information unless its
question of public security (whistle blowing)

(7.2.2.5) Restrictive Covenants (agreement) aka Non-Competition

clauses; 2089

Non-competition clause: employer protects business

by making employee sign a clause restricting the
employees right to use or reveal confidential
information even after leaving the company. Can include
not allowing employee to work for another company in
same business type and start business of their own in
same field, for a fixed period of time, within a specific
geographic region
o

If employee fired without good reason or been forced,

Article 2096 of CC prohibits employer to use noncompetition clause

(7.2.2.6) Renewal & Termination

At expiry of contract with fixed term, normally

relationship is done
o If more work needs to be done, and if there is no
objection from employer and employee continues
working for 5 DAYS after original contract expires, there
is a tacit renewal of contract

Contract becomes automatically renewed, same

conditions, although it becomes a contract with an
indeterminate term; to cancel contract now, one
party gives notice to the other
Article 2091 simply states a notice of termination should be
given in reasonable time; so jobs that dont require much
skill/training means they can find a job quite soon, so given a
short notice. And vice-versa
Article 2097 sates when a business is sold or legal form
changes, employees who work there are not terminated as a
result
o

When a contract of employment is terminated,

employer required to give employee a document called
a Certificate of Employment; stating length of
employment and kind of work done by employee

(7.2.2.7) Contractors

A contractor is different than an employee; term

contractor refers to someone who undertakes to do a
job for someone (ex: factory workers, night security
duties, cleaning offices, etc.)
Contract of enterprise/Contract for services: the
nature of the work to be done is identified and a price is
established for work
Differences between employee/employer relationship
and client/contractor relationship:
i. Subordination and control: Employer has control over
work to be done, how and when whereas Contractor
agrees with a client but controls the job
ii. Tools and Equipment: Employer owns and gives tools to
employee whereas Contractor owns his own tools and
brings them to job
iii. Profit: Employee earns a wage but no more; Contractor
can increase profit by being more efficient, less time, less
material, etc.
iv. Risk of Loss: If employee takes more time, employer
bears loss and must pay employee the hours; same for
contractor; if estimated cost was 2K but really 3K, its
the contractor, not client who suffers loss

(7.2.3) The Quebec Labor Standards Act (Loi sur les normes du travail)

This Quebec law provides for several minimum

conditions of work, which apply to most employees in
the province
Public order: the minimum conditions, wages, hours of
work, vacations, statutory holidays, breaks, etc.
declared as public order

Wages: Each year, QC government review minimum wage to

see if it should
be changed. Wages must be paid cash, cheque, or
direct deposit; nothing deducted unless required by law; wages must
be paid intervals of no more than 16 days; tips exclusive to
employees and part-time paid same as full
Hours of Work: Regular work week (40 hours), overtime (1.5x),
considered at work when: at place, during breaks, and travelling as
needed by firm
Paid Vacations: 1) employee allowed to be absent for annual
vacation
without fear of losing job 2) employee entitled to vacation
pay while on
holiday. Vacation period determined by length of time

employee has worked

on page 228)

continuously for that employer (in-depth info

Paid Statutory Holidays: New Year, Good Friday or Easter

Monday, National
holiday, July 1, Labor Day, Thanksgiving &
Christmas; for each holiday, employer must pay 1/20 of wages earned
during four complete weeks be4
holiday; to get paid for holidays,
person cant miss work day before or after
Other leaves: employee may be absent from work, and notice
must be given
Asap (except for first 2) for the following reasons: 1) weekly rest
2) meal
break 3) sickness/accident leave (up to 25 weeks of unpaid
leave) 4) Family
responsibilities (up to 10 days/year unpaid) 5) Death of
wife, child, sibling
(one day paid), 6) Death of any in-law or
grandparent (one day unpaid)
Maternity leave: employee can take unpaid maternity leave no
more than
18 weeks, to start no earlier than 16 weeks before
birth, ending no later than
18 weeks after delivery. Company must
be notified to the start/end date
Parental leave: parents of a newborn child may have a leave of
52 weeks, but unpaid. If employee doesnt return on expected date,
resigns position
Psychological Harassment: employees entitled to work
environment free
from any raunchy behavior and
hostile/unwanted conduct, comments,
actions, etc. 1 serious act can
be seen as psychological harassment
Notice of Termination of an Employment Contract:
employer must give
written notice to terminate employment
contract thats been there 3+
months. 3m-1 (1 week), 1-5 years
(2 weeks), 5-10 years (4 weeks) & 8 weeks
Commission des normes du travail: its function is to
supervise the implementation and application of Labor
standards; publishes info to inform employees and
employers of their rights and help
Dismissal not made for Good and Sufficient Cause: If an
employer wants to dismiss employee thats been there at least 2
years, must give valid reason:
1) Employees incompetence 2) restructuring of business 3) if
business is dealing with financial difficulties. If employee feels reason
is not fair, can
claim unjustified dismissal to the Commission des

Relations du Travail within 45 days or within time frame allowed by

collective agreement, of the dismissal. If dismissal is found unjustified
(not fair), you can get rehired or
get the wages they made you lose
during that time. Forza Juve.

Chapter 8: Contract Law

Contracts are basically business agreements that people enter into
voluntarily
o Contracts are agreements that people enter into voluntarily;
however there must be a agreement by both parties that
clearly understands their obligations and willingly undertake
to discharge them

An offer may be described as a clear, precise, firm proposition

containing a genuine intention to enter into a binding contract;
general rule is that an offer will exist where there is a specific
merchandise offered for sale
One a specific offer is made, acceptance will create a contract;
however acceptance must be in the same terms as the offer
o Just like mandates, there are two ways to exchange consent
for contracts
1) Express: when theres a clear indication on the part of a
person, such as the statement Yes, Im prepared to buy this
printing machine for $47,500
2)

Tacit: when nothing is said, but the person carries out

some action to indicate acceptance; stupid book ex: (go in
barber shop, sit, he cuts hair)

In order for a contract to be valid, the parties most have the

legal capacity (authority or right) to enter contracts.
o Ex: minors (p.274), people under protective supervision
(disabilities)

Performance of Contracts: each contractual party binding itself to an

obligation must fulfill his undertakings. Failure, without justification,
gives the creditor under the Civil Code the right to:
o Have contract annulled by resolution, where each party
must restore to each other all money involved & contract
deemed to never existed

o Or, cancelled by resiliation, which the contract ceases to

exist for the future with no restoration of prestations (a
payment of money)
--------------------------------------------------------------------------------------------------------------Injunction:
A creditor institutes an action seeking a court order instructing a
debtor to cease doing, not do, or to perform a particular act.
Interlocutory Injuction: possible only after an action has been
instituted
A temporary injunction may be granted for the duration of the
proceedings until a trail judgment is given, if the plaintiff can
demonstrate: 1) interest and seriousness of the issue 2) it is necessary
to avoid irreparable injury before a final judgment 3) that on the
balance of convenience he will suffer significantly more than the
defendant
Provisional Injuction: in case of urgency, the plaintiff can request
that an injunction be issued before defendant has received notice of an
interlocutory hearing. This injunction can last no more than 10 days

Chapter 9: Civil Liabilityaka

[9.1] Description
Civil Responsibility: the principle of civil liability holds that people
must be held accountable or liable for their actions and for the
consequences of their actions
Vicarious liability: when a person is held liable for the injuries
caused to others even though they didnt personally cause them
o Ex: children/employees or things under their control
(car/machines)
Contractual v. Extra-Contractual Liability
Contractual: when a contract exists between people, the failure of 1
party to carry out obligations that were agreed and may result in legal
action by other party to claim compensation for the damage the failure
has caused
Extra: When a person causes damages to someone else, through
his/her fault, even though there is no contract between them (Ex: boy
throws ball through window & someone who knocks over a pot who
falls over a ledge and hits some1 on the street)

Even if there is no contract between person causing damage

and the victim; damage been caused and person is civilly liable
for resulting damage
[9.2] Personal Liability

o Person being sued must be endowed with reason, capable of

discerning right from wrong; meaning person has sufficient level
of intelligence and being old enough to appreciate the
consequences of their actions
o If a person is not endowed with reason, that is cannot tell right from
wrong, they cant be held responsible, and actions are considered to
be a superior force over which they have no control; SF can also
include natural disasters
Fault

The person being sued must have committed a fault, to

determine it, compare actions to that of a reasonably
prudent & diligent person
When more than 1 person take part in wrongful act;
solidarily liable
Damages

Person being sued must not only committed a fault, but

that fault must also result in actual damages by the victim.
Damages can be:
Bodily (physical injury), moral (psychological, mental
illness or damage to a persons reputation), or material
(medical expenses, damage to property
(car/clothing/house) or loss of income)
Defenses
Victims actions

Contributory negligence: when a victims injuries

may be partially or wholly to his own fault; person being
sued may be found responsible for only portion or none
of the damages
The Good Samaritan

A defense (free of responsibility/liability) exists if

someone caused damages in the process of helping

others (ex: drowning, choking, allergic reaction, or

whistleblowing)
[9.3] Indirect Liability
Liability of Parent:
o To sue minor if person suffers damages from a child: 1) May
sue child if at least 7 years old 2) both child and parents may
be sued at same time
o Parents responsible if three conditions are met: 1) child must
be minor 2) parent must have parental authority 3) damages
must be result of an act/fault of the minor
Delegated Authority: when a parent or someone gives rights for other
people to watch over their children; non-parent must prove proper
surveillance over child during the delegated authority
Liability for Damage due to Ruin of an Immovable
o The owner of an immovable (building, elevator, land, etc.) may
be held responsible for any damages caused by its partial or total
ruin; ex: building falls apart and injures another person, owner is
automatically responsible
o The onus rests on owner, who can rebut (contradict) the
allegation of fault by proving damages were the result of he
victims fault (ex: superior force)
Liability of Manufacturer/Distributor/Seller for Safety Defects in
Movables
o If an object is shown to have a safety defect aka cannot be used
as safely as a person excepts, the liability for damage caused
may rest on all of the following: manufacturer of object,
distributor any wholesaler/retailer
Laws made to limit rights of individuals to protect well-being of
collective society; laws Automobile Insurance Act or Workers
Compensation Act create a no-fault system in Quebec, where the
government directly provides compensation to victims

Chapter 2: Ethics
2.1 - Definition

Ethics reflects a concern for the well being of people & society
Whats acceptable in 1 country can be unethical / illegal in another
Ethics is a reflection of a societys moral values
Should promote a climate of fairness, conciliation, and good faith
From a personal perspective when dealing with ones peers
1) Respectful to others 2) Act fairly 3) Comply with law 4) Inspire trust
When doing business dealings with employers, clients, competitors, etc.
1) Maintain objectivity 2) Act prudently 3) confidentiality & full disclosure
Avoid actual/potential conflicts of interest 5) keep company law

4)

2.2 - Law vs. Ethics

Law and ethics reflect two very separate yet interrelated and interdependent ideas
Law sets specific standards that all must respect, however the compliance with
legal standards may not meet ethical demands of business in society
2.3 - International Business Ethics
New Frontiers Growing global marketplace, opened economic possibilities for Canadian
businesses, but also showed the gap in business standards in different countries
o The local rules governing business operations in many developing
countries are often less stringent than the Canadian standards
o The absence of strict legislative protections in the host country creates a
defacto economic advantage for the Canadian company
o If a Canadian country uses higher standards, Canadian company can
demonstrate that cleaner, safer & fairer working conditions can improve
workers productivity, decrease absenteeism/turnover
United Nations Global Compact (UNGC) An international initiative where 7000 companies from 140+ countries voluntarily
agreed on a set of ethical business standards on a world-wide basis
o Has 10 principles in the areas of human rights, labor, environment & anticorruption; taken from Universal Declaration of Human Rights
Extra-Territoriality In certain specific situations, a Canadian company can breach Canadian law for
actions outside of Canada; Canadian courts can assert jurisdiction and prosecute in
Canada, actions taken by Canadians outside of Canada
2.4 - Resolving Ethical Issues
There is no structured system in place to enforce ethical decisions
Should have internal process where questions/complaints/concerns are done
Interests of various stakeholders need to be weighed off against each other

 Employees should be given clear guidelines saying whats considered ethical

2.5 - Professional Standards & Corporate Codes of Conduct

Professional standards of practice & company codes of conduct are two examples
of ethical agreements that business people abide by and respect
Professional Standards of Practice promote fair + ethical business practices
Objectivity: professional should use judgment + decisions on own analysis
Law Compliance: Must respect all regulatory/licensing requirements
Confidentiality: information that is not readily available to general public
Duty of Care: a professional will be required to demonstrate that they took
reasonable care and reached a well-reasoned decision
o The fiduciary duty requires a professional not only to act in a reasonable
matter, but to act in the best interest of the client
Conflict of Interest: If something can impede a professionals ability to be
objective, the professional must disclose the info in advance to the employer
A corporate code of conduct sets out the acceptable rules and guidelines that all
employees in a company must respect what types of behavior
Gifts in cash should be avoided; not to be seen as a bribe (suppers are ok)
Whistle blowing: the disclosure of inappropriate business practices by a member
of an organization. Corporate codes should include rules on this
o External whistle blowing: employees take the problem public (media)
2.6 - Responsible Investing Socially Responsible Investing
A new ethical approach to evaluate a business enterprises & investments
o Instead of traditional business model focusing on generating financial
growth and profitable return for the shareholders
Ethical long-term approach; social impact, labor practices and respect to human
rights & environment protection considered & add long-term value
Principle of refusing to invest in certain types of industries with poor ethics
Industries seen as harmful to society often excluded from the responsible
investment portfolio even though the company can make big profits
2.7 - Corporate Governance
Corporate governance looks at how companies are managed;
o Ethical procedures/controls to monitor/regulate the conflicting interests
of shareholders & business managers of a corporation

Recognizes need to create an ethical decision making process by promoting the

election of autonomous external Directors to help balance decision making
power of insider Directors
Also promotes the election of competent independent Directors who can bring
relevant industry experience and dynamic leadership skills

Also require a corporation to act with transparency

Key Terms for the Chapter

Duty of Care: a professional should act in the interests of his client/employer

Confidentiality: Illegal to disclose private information from company to public
Transparency: operating in an open and above-board fashion, allowing interested
stakeholders to check proper channels & hold meetings
o The details of all business decisions has to be document in written form