Commercial contracts lawyer Paris: negotiating, securing and defending your B2B relationships.

Three distinct legal statuses. A commercial agent is an independent agent who negotiates or concludes contracts in the name of the principal and earns a commission (Article L. 134-1 of the Commercial Code). A distributor buys the products on its own account and resells them, bearing the commercial risk. A franchisee operates a concept and a brand under the franchisor's banner, paying an entry fee and a royalty. The real nature of the relationship prevails over the label in the contract.

It depends on the business model. An indefinite-term contract is appropriate for a long distribution relationship, with reasonable notice on termination. A fixed-term contract is justified for a specific project or a trial. Beware of the trap of a fixed-term contract tacitly renewed over several years: the judge may requalify it as an indefinite-term contract and apply the rules on sudden termination (Article L. 442-1, II of the Commercial Code).

Three conditions: an established commercial relationship (continuous, stable, genuine and lasting), a termination (total or partial), and notice that is insufficient given the length of the relationship, the volume of business and the dependence. It makes no difference whether there is a written contract. In Cass. com. 2 October 2019, No. 18-15.676, the Court of Cassation confirms that these rules apply even to a special contract (management mandate) whose special regime does not govern the length of the notice period.

There is no absolute statutory scale. On average, judges allow one month of notice per year of the relationship for an ordinary relationship, and more where there is strong economic dependence or product specificity. Article L. 442-1, II of the Commercial Code does, however, rule out liability for insufficient notice on the part of the party ending the relationship who has given eighteen months' notice. The firm calculates the appropriate length by projecting the lost margins.

Yes, where the contract imposes exclusivity or quasi-exclusivity of a banner or brand (Article L. 330-3 of the Commercial Code). The document must be handed over at least twenty days before signing and must set out, among other things, the franchisor's experience, the state of the local market, the network, and the duration and renewal conditions. An incomplete or late DIP may lead to nullity of the contract for defective consent and to repayment of the entry fee.

Yes, provided they were communicated before the contract was concluded and accepted, at least tacitly, by the buyer. Article L. 441-1 of the Commercial Code requires them to be communicated on request to any professional buyer, on any durable medium. A note on the back of a later invoice is not enough. Best practice: annex the general terms of sale to the signed quotation and the purchase order, and keep the acknowledgement of receipt.

Between traders, yes, provided it is stipulated in a very prominent and clear way in the contract (Article 48 of the French Code of Civil Procedure, the Code de procédure civile). The designated court must have subject-matter jurisdiction. A clause giving jurisdiction to the Paris commercial court is customary for domestic contracts signed in Paris. An arbitration clause is also possible and departs from the jurisdiction of the courts.

Yes, subject to conditions. Article 1219 of the Civil Code allows a party to refuse to perform its obligation where the other party fails to perform its own and the failure is sufficiently serious. Seriousness is assessed case by case. Prior formal notice is preferable, and the default must be documented. An abusive suspension may itself engage your contractual liability.

Article 1226 of the Civil Code allows the creditor to terminate unilaterally after formal notice to the debtor has gone unanswered. The notice must expressly state that, failing performance within a reasonable time, the creditor will be entitled to terminate the contract. The debtor may challenge this before the judge, and it is then for the creditor to prove the seriousness of the non-performance. Unilateral termination is at the creditor's own risk.

Article L. 134-12 of the Commercial Code provides for compensation for the loss suffered, traditionally assessed at two years of gross commissions. This indemnity is a matter of public policy and cannot be excluded by contract. The Court of Cassation has even held that it is due where the termination occurs during the trial period (Cass. com. 23 January 2019, No. 15-14.212). The agent must notify the claim within one year of the end of the contract.

No. Article 1170 of the Civil Code provides that any clause that deprives the debtor's essential obligation of its substance is deemed unwritten. A clause that caps liability at a derisory amount in relation to the stakes will be deemed unwritten. The clause remains valid if it is calibrated and does not empty the main performance of all meaning. Gross negligence or fraudulent misconduct can never be covered.

By any means. The court looks at the length of the relationship, the volume of business, purchase orders, invoices, correspondence and economic dependence. The older and more continuous the trail, the more likely the relationship is to be treated as established. The firm helps to reconstruct the body of evidence: emails, visit reports, the accounting record of the customer account and, where available, witness statements.

The ordinary limitation period in commercial matters is five years (Article L. 110-4 of the Commercial Code). It runs from the day the right-holder knew, or should have known, the facts enabling them to act. For sudden termination, it is the date of notification of the termination that starts the period. For latent defects, the period is two years from discovery of the defect.

Mediation and contractual conciliation often avoid lengthy proceedings. They are recommended where the relationship is meant to continue or where the dispute concerns an amount below €50,000. A settlement approved by the judge is enforceable. By contrast, where the other party acts in bad faith or is at risk of insolvency, a writ of summons remains the only useful option.

Through a well-drafted confidentiality clause (precise subject matter, duration, quantified sanctions) and, where appropriate, a separate non-disclosure agreement (NDA) signed before negotiations begin. The law of 30 July 2018 transposing the trade secrets directive also allows action on the basis of Article L. 151-1 et seq. of the Commercial Code. The firm drafts NDAs and brings actions to stop unlawful use.