Is An Exclusivity Clause Enforceable in Canada?
Exclusivity clauses are enforceable as ordinary contract terms across Canada, under either common law or Quebec's Civil Code — the split between them has little practical effect here. The federal Competition Act, which applies uniformly nationwide, separately addresses exclusive dealing that substantially lessens competition, reviewed through Canada's Competition Tribunal.
This page describes the general approach Canada law takes to this clause type — it is informational, not legal advice on any specific contract. Enforceability in a real dispute depends on the exact wording, the specific facts, and current law, all of which can change. Have your actual clause reviewed by a lawyer before relying on it.
How Canada approaches this
As a matter of ordinary contract law, exclusivity clauses are enforced according to their terms in both common-law provinces and Quebec — this is a clause type where the civil-law/common-law distinction that matters elsewhere in this matrix has little practical effect, since the underlying contractual enforceability analysis reaches the same result either way.
Competition law in Canada is federal and applies identically regardless of province: the Competition Act contains civil provisions addressing exclusive dealing, tied ceilings, and similar restrictive practices, which the Competition Tribunal can review where the practice is likely to substantially lessen competition.
As with Australia's equivalent regime, most ordinary commercial exclusivity arrangements between parties without significant market power fall well short of triggering this review — the analysis is grounded in actual market effect, not the mere existence of an exclusivity term.
What determines the outcome
- That contractual enforceability of exclusivity is essentially the same under common law and Quebec's Civil Code
- The market power of the parties under the federal Competition Act's exclusive-dealing provisions
- Whether the arrangement, combined with other terms, risks a substantial lessening of competition
Practical guidance
- Draft the exclusivity clause the same way regardless of whether a common-law province or Quebec governs
- Assess market power under the federal Competition Act before finalising a significant exclusivity arrangement
- Keep scope and duration proportionate to the legitimate commercial purpose
Frequently asked questions
Is an exclusivity clause enforceable in Canada?
Exclusivity clauses are enforceable as ordinary contract terms across Canada, under either common law or Quebec's Civil Code — the split between them has little practical effect here. The federal Competition Act, which applies uniformly nationwide, separately addresses exclusive dealing that substantially lessens competition, reviewed through Canada's Competition Tribunal.
Is this legal advice?
No. This page describes the general approach Canada law takes to exclusivity clauses — it is not legal advice on any specific contract. Enforceability in a real dispute depends on the specific wording, facts, and current law. Have the actual clause reviewed by a lawyer before relying on it.
Exclusivity Clause in other jurisdictions
Other clauses in Canada
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