Bibliographic record
Abstract
The duty of loyalty is a relatively new notion in Quebec positive law. Certain aspects of the duty could be found in the Civil Code of Lower Canada (CCLC), but the duty of loyalty was only codified in 1994, with the entry into force of the Civil Code of Quebec (CCQ). Surprisingly, despite its codification, very few authors in Quebec have studied the duty of loyalty. In this thesis, I explore the duty of loyalty in Quebec private law, from its emergence under the CCLC to its manifestations in the CCQ. I take the view that Quebec’s duty of loyalty, although distinct from the fiduciary duties which are deeply anchored in the common law tradition, was nonetheless shaped by the influence of the latter. Therefore, I adopt a comparative approach as I establish certain parallels between the civil and the common law in order to enhance my analysis of the duty of loyalty in Quebec private law. The first part of this thesis describes the emergence of the duty of loyalty in Quebec and sheds light on its relation to the common law. First, I examine the development of the duty of loyalty under the CCLC, with an emphasis on corporate law, an area of law that has been at the forefront of the emergence of the duty in Quebec. Second, I examine the changes introduced by the CCQ that had an impact on the interpretation of the duty of loyalty in Quebec. The second part of this thesis examines the duty of loyalty in the current state of the law. I first identify certain elements that may undermine its understanding and development in Quebec private law. In doing so, I explore the nature of the duty of loyalty. On these bases, I then formulate a general theory of the duty of loyalty in Quebec private law. In order to do so, I examine the juridical situation of the director of a legal person, the administrator of the property of another, the employee and the mandatary, upon whom the CCQ imposes a duty of loyalty.
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How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.001 | 0.003 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.000 | 0.000 |
| Bibliometrics | 0.001 | 0.002 |
| Science and technology studies | 0.013 | 0.008 |
| Scholarly communication | 0.006 | 0.002 |
| Open science | 0.001 | 0.002 |
| Research integrity | 0.002 | 0.002 |
| Insufficient payload (model declined to judge) | 0.010 | 0.000 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".