to do so is determined by the law under which it is incorporated, which may be the federal Canada Business Corporations Act (in which case the relevant provincial or territorial law may be determined with reference to the location of the corporation's registered office) or a provincial act. Consequently, questions of capacity are largely determined under the contract law of the relevant province or territory. The following chart shows the main differences between bills of exchange and promissory notes: Duties and equitable doctrines In Canadian contract law, there are two distinct duties requiring parties to act in good faith. The first, pertaining to pre-contractual relations, is a duty to negotiate in good faith, while the second is a duty to act honestly in the performance of contractual obligations. The two duties are equally relevant to both Québec's civil law and the other provinces' and territories' common law approaches to contract law, representing an attempt by the Supreme Court of Canada to extend the duties of good faith embedded in Québecois law to the jurisprudence of the country's common law jurisdictions. Additionally, in the common law provinces and territories, the doctrine of estoppel is another way in which the courts restrict the ability of parties in a contract to act in bad faith. Another important equitable doctrine in Canadian contract law is that of unconscionability, whereby the enforceability of a contract or of one or more terms in a contract is restricted on the grounds that it would be unjust to enforce it. Duty to negotiate in good faith The duty to negotiate in good faith is enshrined in Québecois contract law by the broader obligation on individual's to exercise their civil rights in good faith and has been recognised in certain circumstances in the common law jurisdictions. In Québec, this right is grounded in section 1375 of the civil code, which provides that parties to a contract must act in good faith not only at the time an obligation is performed but also "at the time the obligation arises". While English common law did not traditionally recognise a duty to negotiate in good faith, Canadian contract law recognises the duty where an imbalance in bargaining power exists between the parties to a contract. Circumstances giving rise to this duty include: negotiations between franchisors and franchisees, insurers and insured parties, contracts pertaining to marriages and separation agreements, invitations to tender, and