Pascale Cloutier

Partner and General Counsel | Toronto, Montréal



Portrait of Pascale Cloutier


Pascale Cloutier holds the position of Miller Thomson’s General Counsel. She is also a commercial and civil litigator with specialized expertise in competition and consumer law, product liability, and franchising. As the firm’s General Counsel, Pascale acts as its principal legal counsel and advises the Chair, members of the Executive Committee, and other senior management with respect to matters of firm policy, practice and risk management.

She also provides advice and counsel to the firm’s partners and administrative professionals to ensure policy compliance and risk minimization in all areas of the firm’s operations.  Pascale has been called to both the Québec Bar and the Ontario Bar, and has in-depth knowledge of Canada’s two unique legal systems (Québec civil law and common law).  She is fluent in French and English.

A seasoned litigator, Pascale has appeared before all levels of court, including the Supreme Court of Canada and the Court of Appeal of Quebec, as well as trial courts.  Although she has represented clients in all manner of commercial litigation, including class actions, she is equally skilled in alternative dispute resolution techniques, having been involved in a number of important arbitrations.

Professional achievements & leadership

  • The Best Lawyers in Canada - Competition/Antitrust Law, 2013 - 2022; Franchise Law, 2015 – 2022
  • The Canadian Legal Lexpert Directory - Franchise Law (Franchisor), 2015 - 2024
  • The International Who’s Who of Franchise Lawyers, 2013, 2015
  • The International Who’s Who of Business Lawyers, 2014
  • Leading practitioner in franchise law, Canadian Legal Lexpert Directory, 2009 - 2015
  • Queen Elizabeth II Diamond Jubilee Medal 2012
  • Who’s Who Legal: Canada 2011 - 2015; Franchise Lawyers 2011 - 2015
  • Cross-border Litigation Lawyers to Watch in Canada, Lexpert Guide to the Leading US/Canada Cross-border Litigation Lawyers in Canada, 2009 and 2010

Thought leadership

  • "Franchising in the Province of Québec", Fundamentals of Franchising - Canada, 2nd Edition, 2017
  • "The International Comparative Legal Guide to: Franchise 2015 – A practical cross-border insight into franchise law", 1st edition, Jurisdictional Chapter: Canada, Global Legal Group, 2014
  • "Main impact of Competition Law in the Franchise field", Recent developments in Franchise Law, the Department of Continuing Education, Québec Bar Association, vol. 368, 2013
  • "Quebec – Language Charter: The Mandatory Duities of a Company, Franchise and Distribution", Federated Press, 2013
  • "The Charter of the French Language: What to Know When Doing Business in Quebec, Franchise and Distribution", Federated Press, 2013
  • Covenants against Competition on Franchise Agreements, 3rd Edition, American Bar Association Forum on Franchising, 2012
  • "The Additional Warranty Offered by Merchants in Quebec Law", Franchise and Distribution, 2011
  • "Contracts of Adhesion: Consequences of a Franchise Contract Being Called a Contract of Adhesion in Quebec Civil Law", Franchise and Distribution, 2010
  • "The Canadian Franchising System", 2009 Lexpert Guide to the Leading US/Canada Cross-Border Litigation Lawyers in Canada, 2009
  • "Québec Class Action Certification Decision", Franchise and Distribution, 2008
  • "La responsabilité contractuelle et extracontractuelle du franchiseur, Développements récents en droit de la franchise et des groupements", Barreau du Québec, Service de la formation continue, Éditions Yvon Blais, 2008
  • "The Evolution of the Safeguard Order for the payment of Royalties in Québec", Franchise and Distribution, 2007
  • "Superior Court of Québec Dismissal of a Motion for Authorization to institute a Class Action against Toyota Canada and 38 of its dealerships", Franchise and Distribution, 2007
  • "The Compensatory Contribution for Municipal Curb Side Recycling Services in Québec", Franchise and Distribution, 2007
  • "La responsabilité du franchiseur et du franchisé pour des produits défectueux", FranNews, 2006
  • "Contractual Legal Liability of Manufacturers and Distributors Under Québec Law", Franchise and Distribution, 2006

Community involvement

  • Climbed Mount Kilimanjaro, a height of 5,895 meters (19,340 feet), in January 2007, to raise funds for liver research and education

Corporate directorships

  • Member, Board of Directors, Canadian Liver Foundation

Professional memberships

  • The Canadian Bar Association
  • Canadian Franchise Association, Legal and Legislative Committee
  • International Franchise Association
  • American Bar Association

Languages spoken

  • English
  • French

Bar admissions & education

  • Ontario, 2012
  • Quebec, 1995
  • Certificate of Qualification in Common Law, National Accreditation Committee, 2012
  • Program in public and private international law, The Hague Academy of International Law, 1993
  • LL.L., University of Ottawa, 1993