Subsection 3: Content of the contract

A contract may not derogate from public policy either by its terms or by its purpose, whether or not the latter was known to all the parties.

The object of the obligation is a present or future benefit. This must be possible and determined or determinable. Benefit is determinable where it can be deduced from the contract or by reference to usage or the parties’ previous relations, without the need for a new agreement by the parties.

In framework contracts, it may be agreed that the price will be set unilaterally by one of the parties, with the onus on that party to justify the amount in the event of a dispute. In the event of abuse in the setting of the price, a claim may be made to the judge for damages and, where appropriate, termination of the contract.

In contracts for the provision of services, in the absence of agreement between the parties prior to their performance, the price may be fixed by the creditor, who is responsible for giving reasons for the amount in the event of a dispute. In the event of abuse in the fixing of the price, the court may be seised of a claim for damages and, where appropriate, rescission of the contract.

Where the quality of the service is not determined or determinable under the contract, the debtor must offer a quality of service that conforms to the legitimate expectations of the parties, taking into account its nature, custom and the amount of the consideration.

Where the price or any other element of the contract must be determined by reference to an index which does not exist or has ceased to exist or to be accessible, the index shall be replaced by the index which is closest to it.

In synallagmatic contracts, lack of equivalence of performance is not a ground for nullity of the contract, unless the law provides otherwise.

A contract for valuable consideration is void where, at the time of its formation, the consideration agreed for the benefit of the person making the commitment is illusory or derisory.

Any clause that deprives the debtor’s essential obligation of its substance is deemed unwritten.

In a contract of adhesion, any non-negotiable clause, determined in advance by one of the parties, which creates a significant imbalance between the rights and obligations of the parties to the contract shall be deemed unwritten. The assessment of the significant imbalance does not relate either to the main subject matter of the contract or to the adequacy of the price to the service.