What You Should Know When Contracting With Music Venues

Knowing some basics about contract law may be useful for artists who are contracting with music venues.

Freedom to Contract: Freedom to contract is not unlimited. A contract can create binding obligations (1433 CcQ), but one that is validly formed binds the parties who have entered into it “not only as to what they have expressed in it but also as to what is incident to it according to its nature and in conformity with usage, equity or law” (1434 CcQ). Moreover, a contract whose “cause” or “object” is prohibited by law or contrary to public order is null (1411 & 1413 CcQ).

Interpretation: When interpreting a contract, the “common intention of the parties rather than adherence to the literal meaning of the words shall be sought” (1425 CcQ). In case of doubt, “a contract is interpreted in favour of the person who contracted the obligation and against the person who stipulated it” (1432 CcQ).

Types of Contracts: There are different types of contracts that differ in some ways. For example, there are contracts of “adhesion” and contracts by “mutual agreement” (1378 CcQ). A contract of adhesion is a contract in which “the essential stipulations were imposed or drawn up by one of the parties, on his behalf or upon his instructions, and were not negotiable” (1379 CcQ); anything else is a contract of mutual agreement. One way in which this distinction is important is the law’s treatment of contracts containing abusive clauses: an abusive clause defined as one which is “excessively and unreasonably detrimental to the … adhering party and is therefore not in good faith” (1437 CcQ). In a contract of adhesion, such a clause is “null” or “the obligation arising from it may be reduced” (ibid).

When Things Go Wrong

Damages: When things go wrong, either contracting party may sue for damages. In assessing damages, the court looks to “compensate for the amount of the loss he has sustained and the profit of which he has been deprived” (1611 CcQ). In contractual matters, “the debtor is liable only for damages that were foreseen or foreseeable at the time the obligation was contracted, where the failure to perform the obligation does not proceed from intentional or gross fault on his part; even then, the damages include only what is an immediate and direct consequence of the nonperformance” (1613 CcQ).

Jurisdiction: If the amount claimed in an action does not exceed $7,000 exclusive of interest, Small Claims Court has jurisdiction (953 CcP). You cannot hire a lawyer to represent you; natural persons must represent themselves in this court (959 CcP). If the amount is between $7,000 and $70,000, the claim is heard at the Court of Quebec (34 CcP). Here, you may seek representation or represent yourself.