A counter letter, also known as a “nominee agreement,” is a secret contract in which the signatories express their true intent, which differs from the apparent contract signed between them. This possibility is provided for under Article 1451 of the Civil Code of Québec, which recognizes the legal concept of simulation, where parties agree to express their real intent in a hidden contract rather than the public one. In real estate, this occurs when parties sign an agreement that differs from the published deed of sale in the land registry. For example, buyers may agree on ownership shares that differ from those stated in the official purchase deed.
