Received a Cease-and-Desist Letter Over Your Business Name in Quebec? What to Do First
It usually arrives without warning. Another company says your business name, logo or product name is too close to its trademark, and it wants you to stop using it, often within ten or fifteen days. Some letters threaten a lawsuit. Some demand that you destroy your signage and packaging. Most owners feel two things at once: panic, and the urge to fire back.
Neither reaction helps much. A cease-and-desist letter is a demand. It doesn't decide anything on its own. How you handle the next couple of weeks can decide whether the matter ends with a short exchange of letters, a negotiated arrangement or a court file.
What a Cease-and-Desist Letter Is (and Isn't)
A cease-and-desist letter is formal correspondence from a trademark owner, or its lawyer, asserting rights in a mark and asking you to stop a specific use. In Quebec it often takes the form of a mise en demeure. It sets out the sender's position and, if the dispute goes further, it becomes evidence that you were put on notice.
It is not a court order. The deadline in the letter is one the sender chose. Missing it doesn't mean you lose, but ignoring the letter completely can make things worse. The sender may go straight to court, and a judge may later look at how each side behaved.
The Legal Claims Usually Behind the Letter
Most letters rely on the federal Trademarks Act. The usual grounds are:
Infringement of a registered trademark, where you use the same or a confusingly similar mark for related goods or services
Passing off, which can apply even when the sender's mark isn't registered, if it has built a reputation and your use is likely to mislead the public
Depreciation of goodwill, where your use of a registered mark is said to reduce the value of the reputation attached to it
Whether any of these claims holds up depends on facts the letter rarely mentions: who used the name first in Canada, in which regions, for which products or services, and whether customers have actually been confused.
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What to Do in the First Few Days
Note the deadline. Even if you can't give a full answer by then, plan to respond before it passes, if only to say that a full answer is coming.
Don't call the other company or post about the dispute online. Informal admissions and public comments tend to come back later.
Gather your records: when you first used the name, early invoices, photos of signage, website archives, marketing material, domain registration dates and any trademark searches or registrations you hold.
Look up the sender's mark in the Canadian Trademarks Database. It's public. Check the registration date, the goods and services listed, and whether the mark is registered or only applied for.
Don't rebrand in a hurry. A rushed name change is expensive and often unnecessary. Ask your lawyer before you change anything.
Get advice before you answer. A short, well-built reply usually does more than a long angry one.
Your Realistic Options
Once the facts are reviewed, most businesses end up on one of a few paths.
Push back. If you used the name first, operate in a different field, or there's no real likelihood of confusion, your reply can say so and explain why. Many disputes stop here.
Negotiate. Coexistence agreements are common. Each side keeps its name, with limits on territory, products, logos or how the name is presented. If a change is needed, a phase-out period can be negotiated too.
Change the name on your own terms. If the other side's position is strong, a planned transition with a reasonable timeline costs far less than an injunction that forces you to change everything at once.
Challenge their registration. Sometimes the sender's own registration is vulnerable, for example when the mark hasn't actually been used for some of the goods or services it lists. That can change the balance of the negotiation.
What Happens If the Matter Goes to Court
Trademark claims can be brought in the Federal Court or in the Superior Court of Quebec. The owner can ask for an injunction to stop the use, for damages or the profits earned from the use, and for orders to hand over or destroy infringing material. An interlocutory injunction, requested at the start of a case, can move quickly. That's one more reason to take the letter seriously from day one.
A Note on French-Language Rules in Quebec
Trademark disputes in Quebec sometimes overlap with the Charter of the French Language. The rules on how trademarks appear on products and storefront signs have recently become stricter. If a rebrand is on the table, plan the new name and signage with both trademark law and the language rules in mind, so you only change things once.
Why Early Advice Pays Off
The letters that turn into long disputes are often the ones where the first reply set the wrong tone or gave away too much. A lawyer can tell you quickly whether the claim is strong, what your exposure is, and which option protects the business you've built. This early stage is also where a settlement costs the least.
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FAQs
Do I have to respond to a cease-and-desist letter?
There's no legal duty to reply, but ignoring it is rarely wise. The sender may go to court, and silence can be used against you later. A measured reply prepared with a lawyer keeps your options open.
Can someone stop me from using my business name if their trademark isn't registered?
Possibly. A passing off claim can succeed without a registration if the other business has an established reputation and your use is likely to confuse the public. Who used the name first, and where, matters a great deal.
Does registering my business with the Registraire des entreprises protect the name as a trademark?
No. Registering or incorporating a business in Quebec gives you a legal name. Trademark rights come from use and, more strongly, from registration under the Trademarks Act.
How long do I have to answer?
The deadline in the letter is set by the sender, not by a court. Still, you should respond before it expires, even if only to say you've retained counsel and will answer in full.
