Bijural Terminology Records

Common Law

repudiation or avoidance

Civil Law

annulment or reduction of obligation

Title of the Legislative Text

Canada Business Corporations Act, R.S.C., 1985, c. C-44.

Provision

51. ...

(5) If a person who is less than eighteen years of age exercises any rights of ownership in the securities of a corporation, no subsequent repudiation or avoidance is effective against the corporation.

Problem

Only common law terminology ("repudiation or avoidance") is used in the English version.

Furthermore, in the French version, the concept of "désaveu" does not refer to any concept relating to contracts involving minors in either common law or civil law. Instead, the common law concepts of "annulation" and "répudiation" and the civil law concepts of "annulation" and "réduction" should be used.

Solution

In the English version, "or, in Quebec, annulment or reduction of obligations" is added.

In the French version, "désaveu ultérieur" is replaced by "l'annulation, la réduction des obligations ou la répudiation ultérieure".

Harmonized Provision

51. ...

(5) If a person who is less than 18 years of age exercises any rights of ownership in the securities of a corporation, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of obligations is effective against the corporation.

Federal Law-Civil Law Harmonization Act, No. 3, S.C. 2011, c. 21, s. 31(2).

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