Strategic Lawering Paris Lyon Bruxelles

Contracts

Published at 31 October 2018
Category : Contracts
E-newsletter: October 2018
Arbitration clauses and jurisdiction clauses are frequently included in contracts entered into between merchants. Both types of clauses are designed to set out the procedure that shall govern any dispute arising from or in connection with the contract. However, they should not be confused as they are not exactly the same and are subject to two different sets of rules. This has been recalled by the First Civil Chamber of Cour de Cassation (French Supreme Court) in a decision dated September 5, 2018. This decision also provides the opportunity to review the competence-competence principle that applies in arbitration matters and to address the complex implementation of this principle.
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Published at 30 August 2018
E-newsletter: August 2018
In a decision dated April 5, 2018, the Commercial Chamber of the Cour de Cassation (French Supreme court) confirmed that failure by a party to achieve the sales targets set forth in a contract does not alone suffice to justify the termination of an established business relationship without prior notice. The trial judges must indeed specify why failure to meet this obligation is likely to establish the existence of a breach that is sufficiently serious to justify the termination.
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Published at 30 May 2018
Author : Flore Foyatier
Category : Civil Law, Contracts
E-newsletter: May 2018
Ordinance n°2016-131 of February 10, 2016 for the reform of contract law, the general regime of obligations and proof of obligations came into force on October 1, 2016. This reform was primarily aimed at codifying established and settled case-law principles but it also introduced new legal concepts and obligations. Law n° 2018-287 dated April 20, 2018 – which ratifies the aforementioned Ordinance – was published in the Official Journal on April 21, 2018. This Law does not only ratify the February 10, 2016 Ordinance. It also brings about a number of changes. Some of them are quite significant, others without any real impact. Most of these changes will become effective on October 1, 2018 but some others will apply retroactively as from October 1, 2016.
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Published at 30 May 2018
Author : Anaëlle Idjeri
E-newsletter: May 2018
While it did not drastically alter the changes brought about by Ordinance n° 2016-131 of February 10, 2016, the Ratification Law n° 2018-287 of April 20, 2018 did modify some aspects of French contract law and introduced a distinction between substantive amendments that will become effective as from the entry into force of the Ratification Law, i.e. October 18, 2018, and so-called “interpretative” amendments that will apply retroactively to contracts entered into on and after October 1, 2016. This article provides a non-exhaustive overview of the provisions of the Ratification Law which have a practical implication on business law, in particular at the formation of the contract and throughout its performance.
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Published at 27 April 2018
E-newsletter: April 2018
In a judgment dated February 16, 2018, the Paris Court of Appeals recalled that the party which suffers from a significant imbalance in the rights and obligations of the contractual parties, within the meaning of Article L. 442-6, I, 2° of the French Commercial Code, must be able to demonstrate that it had no real power to negotiate the contentious clauses, in particular in case of a model contract or standard-form agreement. If it is not able to do so, any claims brought on that basis will be dismissed.
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Published at 30 March 2018
Category : Contracts
E-newsletter: March 2018
In a decision dated February 7, 2018, the Cour de Cassation (French Supreme Court) overturned existing case-law by holding that the limitation of liability clause survives the rescission of a sale transaction despite the retroactive cancellation of the sale contract. By ruling so, the Cour de Cassation aligned its case-law with the new provisions introduced in the French Civil Code as a result of the reform of French contract law that came into force on October 1, 2016. Indeed, according to some of these new provisions, certain contractual clauses survive even in case of rescission of the underlying contract. This decision of the Cour de Cassation also provides the opportunity to go back over these new provisions.
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Published at 29 November 2017
E-newsletter: November 2017
In an opinion dated September 21, 2017 and released in early November, the Commission d’examen des pratiques commerciales (Commercial Practices Review Committee) ruled on the lawfulness of the payment of year-end rebates provided for in an annual agreement between a supplier and a distributor whereas the requirements applicable for such payment were not met.
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Published at 29 September 2017
Author : Flore Foyatier
Category : Contracts
E-newsletter: September 2017
In two decisions dated July 12, 2017, the Commercial Chamber of the Cour de Cassation (French Supreme Court) ruled that wherever two contracts are interdependent, “the termination of one entails the voidness of the other, thereby excluding the application of the clause of the void contract that provides for the payment of a termination indemnity”. On the other hand, in a decision dated July 5, 2017, the Commercial Chamber held that “a jurisdiction clause, because of its autonomy from the main contract in which it is inserted, is not affected by the ineffectiveness of the legal instrument”, i.e., in the matter at hand, the jurisdiction clause was not affected by the voidness of the contract in which it was included.
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Published at 29 September 2017
E-newsletter: September 2017
In a decision dated June 21, 2017, the Cour de Cassation (French Supreme Court) ruled that the termination of a distribution agreement during the contractual trial period could not be considered as abusive. It follows from this decision that the parties are free to include in a distribution agreement a trial period during which each of them has a unilateral termination right.
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Published at 31 March 2017
E-newsletter: March 2017
On February 23, 2016, the Direction Générale de la Concurrence, de la Consommation et de la Répression des Fraudes (General Directorate for Competition, Consumer Protection and Frauds, hereinafter “DGCCRF”) released it 2016 activity report. In this report, the DGCCRF – which monitors the proper operation of the markets to the benefit of consumers and businesses – highlights the salient facts of 2016 concerning inter alia the balance of business relationships, the fight against late payments and the fight against anti-competitive practices. It also provides a status report on its activity concerning the rules on economic protection of consumers and the fight against abusive practices.
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