THE PROTECTION OF THIRD PARTIES CONTRACTING WITH COMPANIES IN QUEBEC

Abstract

This article argues that certain civil law concepts, especially the principles of quasi-contracts and unjust enrichment, should offer a positive enhancement to company law in Canada by filling gaps in the common law. It focuses on third parties’ right to claim from a company, outlining two ways that can be done: according to civil mandate and through quasi-contracts. Regarding the protection afforded by mandate principles, the author discusses ratification at length, and then surveys other principles in a more general manner. Regarding obligations created by quasi-contracts, certain aspects of negotiorum gestio and the doctrine of unjustified enrichment are examined.