International business law lawyer Paris

Because the governing law, the court and the attachable assets are decided at the time of signing. Once a dispute has arisen, each party looks for the court and the law that serve it, and the debate on jurisdiction can delay the debate on the merits. The court must itself identify the applicable law where one party claims a foreign law and the other disputes it: the Court of Cassation recalls "that it is for the court, before which one party claims the application of a foreign law and the other disputes it, to restore the exact legal characterisation of the facts and to decide the dispute by applying the law applicable to it" (our translation) (Cass. 1re civ., 28 May 2025, No. 23-13.687).

The firm acts upstream on three points. It checks that the governing-law clause designates a national law, or in arbitration the intended rules of law, and that the jurisdiction or arbitration clause covers foreseeable disputes. It identifies the entity that is actually bound: subsidiary, parent company or local branch. Finally, it identifies the administrative authorisations that the transaction requires, in particular for a foreign investor taking control of a French company. These checks make it possible to anticipate the risk and cost of a jurisdictional challenge.

The parties may draw inspiration from them, but cannot make them the law of the contract within the meaning of the conflict-of-laws rules. The Court of Cassation holds that "the general principles applicable to international contracts, such as those developed by the International Institute for the Unification of Private Law (Unidroit), do not constitute a law that can be chosen by the parties within the meaning of that provision" (our translation) (Cass. com., 16 November 2022, No. 21-17.338). The decision was made under the Rome Convention of 19 June 1980, which applied to the contracts concerned.

The practical consequence is direct. In the absence of a valid choice, the court determines the law according to the objective connecting factors. In that case, it applied French law to commercial cooperation contracts, because "the characteristic performance was to be provided by the distributor, whose registered office was in France, and the contract had no closer connection with any other country" (our translation) (Cass. com., 16 November 2022, No. 21-17.338). The party that had counted on a neutral law found itself subject to the distributor's law.

Before a national court, the Unidroit Principles therefore do not replace the law designated by the conflict-of-laws rules, but they may be incorporated into the contract as terms. In international arbitration, the arbitral tribunal decides in accordance with the rules of law chosen by the parties (Article 1511 of the Code of Civil Procedure); the text does not refer to a national law. The firm drafts the clause according to the dispute resolution method chosen.

Yes, in several cases. Where neither an international convention nor a European regulation applies, the Court of Cassation holds that "in contractual matters, the claimant may bring proceedings, at its choice, before the court of the place where the defendant resides, the court of the place of actual delivery of the goods or the court of the place where the service is performed" (our translation) (Cass. 1re civ., 13 April 2023, No. 22-15.689), applying Article 46 of the Code of Civil Procedure. In that case, a French distributor had summoned its Israeli supplier in Paris: the framework contract imposed targets on it and granted it exclusivity, and the Court approved the judges for holding that "the contract concerned a service and the place of its performance was in France, so that the French courts had jurisdiction" (our translation) (Cass. 1re civ., 13 April 2023, No. 22-15.689).

A second basis exists. Article 14 of the French Civil Code (Code civil) allows a foreigner who has contracted with a French national to be summoned before the French courts. The Court of Cassation specifies that, where the defendant is not domiciled in the Union, "a French national, by virtue of nationality alone, has the right to bring a foreigner before a French court of their choice, where no ordinary criterion of territorial jurisdiction is met in France", and that "foreigners domiciled in the forum State may rely on it in the same way as nationals" (our translation) (Cass. 1re civ., 29 June 2022, No. 21-11.722). The judgment was made in favour of an employee who is a refugee in France; its application to a foreign company established in Paris remains to be assessed case by case.

The firm first examines any jurisdiction clause that may have been signed, then these bases, before any summons is issued.

Not without conditions where the sale falls under the United Nations Convention on Contracts for the International Sale of Goods, known as the Vienna Convention. Its Article 71 allows performance to be suspended in the face of a serious risk, the court of appeal having recalled "that a seller or a buyer is entitled to suspend performance of its obligations under the sale contract if it is unlikely that it will receive an essential part of the counter-performance promised by the other party" (our translation). It then held that "these alleged lack-of-conformity defects cannot justify a suspension of the obligation to pay for separate goods" (our translation), ordered with knowledge of the past difficulties.

The Court of Cassation dismissed the French buyer's appeal (Cass. com., 4 June 2025, No. 23-23.866). The ruling is unfavourable to the buyer who withholds the price: the judgment refusing it the suspension of payment has become final. A defect in one delivery is argued on that delivery, by a claim specific to it, and does not in itself justify blocking payment for the following ones.

For the French company, the lesson works both ways. As seller, it invoices delivery by delivery and answers reservations point by point. As buyer, it states its reservations on each receipt and documents the new risk that would justify a suspension.

The question often arises for an SME that buys equipment from a reseller, which acquired it from a manufacturer established in another country. In the event of a defect, the SME wants to sue the manufacturer directly.

The Court of Cassation transposes to the applicable law the characterisation as a non-contractual obligation that the Court of Justice adopts for jurisdiction, and therefore subjects the direct action of the sub-purchaser against the manufacturer to the Rome II Regulation. It draws a consequence for the clauses: "A choice-of-law clause, stipulated in the initial contract concluded between the manufacturer and the first purchaser, to which the sub-purchaser is not a party and to which it did not consent, does not constitute a choice of the law applicable to the non-contractual obligation" (our translation) (Cass. 1re civ., 28 May 2025, No. 23-13.687). The judgment of the court of appeal, which had applied French law without going through Article 4 of the Regulation, was quashed on that point.

In the absence of a valid choice, Article 4 of Rome II, which the judgment reproduces, designates in principle the law of the country where the damage occurs, subject in particular to the parties' common habitual residence and to manifestly closer connections with another country (Cass. 1re civ., 28 May 2025, No. 23-13.687). Before acting, the firm therefore reconstructs the chain of sales, the place of the damage and the law that results from it.

This procedure, created by Regulation (EC) No. 1896/2006, aims "to simplify, speed up and reduce the costs of settlement in cross-border litigation concerning uncontested pecuniary claims" (our translation), as the Court of Cassation recalls (Cass. 2e civ., 21 May 2026, No. 22-19.530). The creditor applies for it to the court with jurisdiction under the European rules, without prior debate with the debtor, and, once it has become enforceable, can have it enforced in France without exequatur. The debtor must therefore react as soon as it is served, within the time limit it indicates, before the court that issued it.

Once the order has been declared enforceable, the French court has little room to act. The Court of Cassation recalled having held that "the enforcement judge, as a judge of the Member State of enforcement, has no jurisdiction to hear an application for nullity of an act of service of a European payment order declared enforceable by a court of the Member State of origin" (our translation), and then referred to the Court of Justice of the European Union a question on the fate of enforcement measures where the debtor challenges, in the State of origin, the regularity of service (Cass. 2e civ., 21 May 2026, No. 22-19.530). The Court did not decide whether that challenge allows or requires the suspension of an enforcement measure that has not yet produced all its effects: it stayed proceedings and adjourned the examination of the case to its hearing of 16 December 2026.

The firm checks the date and form of service, the nature of the claim and the court with jurisdiction in the State of origin, with a local colleague if necessary.

In principle, no. Each company in the group has its own legal personality, and the Court of Cassation states "that a company is liable for the debt of a subsidiary only if its interference in the subsidiary's contractual relations was such as to create, for the subsidiary's counterparty, a misleading appearance allowing it to believe legitimately that it was also contracting with the parent company" (our translation) (Cass. com., 9 November 2022, No. 20-22.063). The creditor must therefore establish an interference creating that misleading appearance; an isolated partial payment is not enough.

The judgment is demanding for the creditor. A parent company had paid part of an invoice of its subsidiary, which had received a formal notice; the Court holds that this partial payment "cannot, on its own, amount to interference by that company such as to create" a misleading appearance (our translation) (Cass. com., 9 November 2022, No. 20-22.063), and sets aside the judgment that had ordered the parent to pay. The judgment against the parent is quashed for lack of sufficient characterisation of the misleading appearance, and the supplier's claim must be heard again on referral before the Reims court of appeal.

For an SME contracting with the French subsidiary of a foreign group, protection comes through writing: parent company guarantee, bank guarantee, letter of credit or advance payment. For the foreign investor, the same rule protects its assets, provided that the parent does not interfere in its subsidiary's contracts to the point of creating such an appearance.

Sometimes. The minister responsible for the economy must give approval, before the transaction, for foreign investments in an activity that takes part, even occasionally, in the exercise of public authority or falls within fields affecting public order, public security or national defence (Monetary and Financial Code, Art. L. 151-3). A decree adopted after consultation with the Council of State (Conseil d'État) specifies the activities concerned.

The notion of investor is broad. It covers the foreign individual, the French national not domiciled in France, the entity governed by foreign law and the French entity controlled by any of them, as well as the whole chain of control (Monetary and Financial Code, Art. R. 151-1). The cases covered include control of an entity governed by French law or of an establishment registered with the Trade and Companies Register in France, the acquisition of all or part of a business line of an entity governed by French law, and crossing the threshold of 25% of voting rights, or 10% for a French company whose shares are admitted to trading on a regulated market, these two thresholds not applying to certain European investors (Monetary and Financial Code, Art. R. 151-2).

A transaction carried out without authorisation exposes the investor to orders backed by a daily penalty, to the suspension of its voting rights and to a ban or limitation on dividends (Monetary and Financial Code, Art. L. 151-3-1). The firm characterises the target's activity and prepares the application before final signing.

Not so simply. French law governs any company whose registered office is in France, and towards third parties the company cannot rely on the registered office stated in its articles of association where its actual seat is elsewhere (Article L. 210-3 of the French Commercial Code (Code de commerce); Article 1837 of the Civil Code).

A company registered in Paris and placed in judicial liquidation argued on appeal that it had transferred its registered office to the United Kingdom. The Court of Cassation holds that it does not follow from Article 1844-7 of the Civil Code that the transfer of the registered office to a third State that has no legislation ensuring the continuation of legal personality, and with which France has concluded no convention on the point, "automatically entails the disappearance of its legal personality and its replacement by the company governed by foreign law constituted in accordance with the formalities applicable in the foreign State" (our translation) (Cass. com., 5 November 2025, No. 24-13.298). It infers that the French courts had jurisdiction to place the company in judicial liquidation: a ruling unfavourable to the company.

For an investor reorganising a group, a transfer of registered office must therefore be prepared country by country, checking that the host law recognises the continuity of the legal entity. For the creditor, the judgment opens the way to proceedings in France despite the announcement of a departure.

Many bilateral treaties allow an investor of one State to bring the host State before an arbitral tribunal. The Court of Cassation holds that "the State's consent to arbitration derives from the standing offer of arbitration made in a treaty, addressed to a category of investors that the treaty defines for the settlement of disputes concerning the investments it defines" (our translation) (Cass. 1re civ., 7 December 2022, No. 21-15.390). The investor therefore does not need a clause signed with the State: it accepts the offer contained in the treaty.

Where the award is made in France in international matters, the action for annulment is brought before the Paris court of appeal (Article 1519 of the Code of Civil Procedure), which checks in particular whether the arbitrators wrongly declared themselves to have jurisdiction (Article 1520 of the Code of Civil Procedure). The court examines all the elements of law or fact that make it possible to assess the scope of the arbitration agreement, but "this review excludes any re-examination of the merits of the award" (our translation), the same judgment specifies (Cass. 1re civ., 7 December 2022, No. 21-15.390).

Protection depends on the wording of the treaty and on how the States read it. In a case against Vietnam, the Court of Cassation held that "account must be taken, together with the context, of any subsequent agreement between the parties regarding the interpretation of the treaty or the application of its provisions" (our translation) (Cass. 1re civ., 6 May 2026, No. 24-10.445), and quashed the judgment that had dismissed the State's challenge to the award on jurisdiction, made in particular in favour of an investor of American and Vietnamese nationality. The case is sent back to the Paris court of appeal, differently composed. For the investor, the nationality required by the treaty and the way the States parties read it must be checked before investing.

Yes. A commercial company whose registered office is outside France and which has an establishment in a French département is registered, on its declaration, in the Trade and Companies Register (Article L. 123-1 of the Commercial Code).

The choice between a simple branch and a subsidiary governed by French law depends on the liability sought, taxation, the duration of the project and the activity carried on. If that activity falls under foreign investment control, the acquisition of a business line of a French entity may itself require authorisation (Monetary and Financial Code, Art. R. 151-2).

The firm also checks the registered office and the actual seat, and whether they can be relied on against third parties, in order to determine the law applicable to the company (Article 1837 of the Civil Code), and prepares the documents for the establishment: powers of the representative, lease, contracts with the first customers and suppliers.

By a protective measure. Any person whose claim appears well founded in principle may ask the court for authorisation to carry out a protective attachment over the debtor's assets, without prior formal demand, if it shows circumstances likely to threaten payment (Article L. 511-1 of the Code of Civil Enforcement Procedures). Bank accounts held in France, claims on French customers, goods in warehouses: these are the usual targets.

The enforceable title comes next. An enforceable French judgment may be enforced against the debtor only after it has been served on them, except in the case of voluntary performance (Article 503 of the Code of Civil Procedure); a judgment or award made abroad must first be declared enforceable by a decision not subject to an appeal with suspensive effect, subject to European Union law (Article L. 111-3 of the Code of Civil Enforcement Procedures). The page on exequatur details this step.

The firm identifies the debtor's assets in France, seeks the court's authorisation, then starts proceedings on the merits within one month of the execution of the measure, failing which the measure lapses (Article R. 511-7 of the Code of Civil Enforcement Procedures).