Canada: Public Contracts: Quebec Government Published The Draft Voluntary Reimbursement Program

On September 23, 2015, the Government published for consultation its draft Voluntary Reimbursement Program (the "Program").[1] The Program implementation is provided for in an Act to ensure mainly the recovery of amounts improperly paid as a result of fraud or fraudulent tactics in connection with public contracts, adopted on March 24, 2015 (the "Act").[2]

Interested parties have until October 23, 2015, to submit their comments. The Program will come into force on November 1, 2015, and will expire on October 31, 2017.

The Program will target all public contracts entered into after October 1, 1996 for which "there may have been fraud or fraudulent tactics." The proposed process is similar to settlement conferences: the company or individual who wants to participate (the "Proposer") will first have to propose a settlement and disclose the method used to determine the proposal amount; the Program director may convene a conciliation session with the Proposer and the public bodies opposed to the proposal, to attempt to reach an agreement.

The objective of the Program is to allow companies that want to avoid civil proceedings to voluntarily reimburse the illicit profits that may have been charged, and obtain a discharge for contracts covered by the regulation. If this discharge is not granted, the Act provides special rules that will facilitate claims against the companies, their directors and officers at the time of the alleged overcharge. It should be noted that under these rules, the overcharge will be assumed to correspond to 20% of the contract amount and the applicable limitation period will be 20 years from the date these provisions come into force. For more information on the Act, see our previous analysis.[3]


  • Administration: The Program will be administered by the Honourable François Rolland, former Chief Justice of the Superior Court of Quebec, appointed as Director on August 24, 2015 (the "Director").
  • Confidentiality: Other than with the express consent of the Minister and the Proposer, anything said or written in the context of the Program will be confidential and may not be admitted in evidence before any court. This rule will also apply in the context of civil or administrative proceedings and in response to inquiries by administrative or law enforcement agencies.
  • Process held in camera: The entire process of analysing and negotiating a settlement proposal will be held in camera.
  • Criminal and penal proceedings: Participation in the Program will have no impact on criminal or penal proceedings that may also be instituted with respect to the public contracts in question.
  • Civil proceedings: Public bodies will have the possibility to sue for damages relating to public contracts that have not been the object of a settlement under the Program or that are not covered by the Act.

The process contemplated for the Program is as follows:

  • Notice of intent: No later than November 1, 2016, the Proposer has to submit a notice of intent which must contain, inter alia, the list of the public bodies concerned by the settlement proposal, the years covered by the proposal, as well as the list of the individuals or companies who require a discharge.
  • Notification to public bodies: Upon receipt of a notice of intent, the Minister will inform in writing, within 30 days, each public body concerned by the notice of intent.
  • Settlement proposal: Within 30 days of filing a notice of intent, the Proposer will have to send a proposal to the Director. The proposal shall, among other things, list the covered contracts, the total amount paid by the public body for each contract, the method used to determine the proposal amount, as well as the terms of payment and guarantees proposed to secure payment. Once filed, the settlement proposal cannot be withdrawn.
  • 10% fees: The Proposer must include with the proposal a cheque equal to 10% of the amount proposed, to cover the costs incurred for the implementation of the Program. This amount will be non-refundable and adjusted upward if the eventual settlement exceeds the amount of the proposal. While this amount may seem high, it should be noted that the Act provides that if a company does not obtain a discharge under the Program and is subsequently sued, it will pay an additional amount equal to 20% of the damage awarded to compensate the costs incurred for the application of the Act.
  • Disclosure: The Proposer will undertake to disclose to the Director all facts and information that are relevant for to the assessment of its settlement proposal. A Proposer who omits or refuses to disclose material information or documents can be excluded from the Program.
  • Assessment: The Director will assess the proposal and may request additional explanations that the Proposer will have to provide. If unable to recommend the proposal, the Director must first inform the Proposer and allow it to make the necessary changes.
  • Preliminary recommendation: No later than 150 days after a notice of intent is filed, the Director shall send its preliminary recommendation to the Minister.
  • Notice of refusal by public bodies: Any public body concerned by the proposal shall, within 60 days of being informed, advise the Minister in writing whether it agrees or not with the portion of the proposal that concerns it. If the proposal is refused, the public body must explain its reasons and submit a counter-proposal. In the absence of notice, the public body will be deemed to have accepted the proposal.
  • Conciliation: Within 30 days of receiving one or several notices of refusal, the Director may convene the interested parties to a conciliation meeting.
  • Balloting: If the Director receives a notice of refusal, all the public bodies concerned will have to vote on the proposal. Each public body will have one vote for each dollar of the amount covered by the settlement proposal. To be accepted, the proposal must be approved by public bodies holding at least 2/3 of the voting rights. If the Director cannot make a favourable recommendation on the proposal in its entirety, the Minister may submit to a vote only those parts of the proposal that have been recommended.
  • Discharge: Once the proposal is accepted, the Minister will sign a discharge on behalf of all public bodies concerned. This discharge will have no effect with respect to contracts for which false statements were made or for which there was clearly incomplete disclosure in the process leading to the settlement.

McCarthy Tétrault's comments

As the Program was published for consultation purposes, it is possible that certain of its terms will be modified before it comes into force on November 1, 2015. It will be interesting to see the amendments that will be made by the Minister when the final version of the Program is made public.

Given that the deadline to participate to the Program is November 1, 2016, and that a detailed settlement proposal must then be sent no later than 30 days from that date, companies that want to participate in the Program should begin to develop the analysis in support of their settlement proposal.


1. Draft Voluntary Reimbursement Program.

2. C.Q.L.R., c. R-

3. See our publication: Public contracts and Bill 26: recovery of amounts improperly paid and changes to the AMF authorization regime.

To view original article, please click here.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions