Can You Be Contractually Bound To Another Party Forever?

In Uniprix v. Gestion Gosselin et Bérubé Inc., 2015 QCCA 1427, the Quebec Court of Appeal addressed the previously unanswered question of whether the non-renewal clause in a fixed term contract may be stipulated to be for the benefit only of one of the contracting parties, such that in the eyes of the other contracting party the contract may in effect become perpetual.

Background

The appellant, Uniprix, is a pharmacy chain whose shareholders/members are pharmacists-owners. The respondents operated a pharmacy under the Uniprix banner in a premise they owned and were shareholders/members of the appellant. The parties were bound by an affiliation agreement signed on January 28, 1998 that contained a renewal clause drafted as follows: