Drafting and negotiating your commercial contracts
Your company signs distribution, service, partnership and commercial lease agreements. Each of these commitments structures your business relationships and determines the long-term future of your business. A badly drafted contract not only creates a legal risk: it weakens your commercial position and exposes your company to costly litigation.
Our firm is involved from the pre-contractual stage in securing your commitments. We draft, review and negotiate all types of commercial contract, in French and English, paying particular attention to the clauses that make the difference in the event of a dispute. Our expertise in business and commercial law enables us to anticipate the difficulties specific to each sector of activity.
Our firm handles
- Tailor-made drafting of your commercial contracts: distribution, franchising, service provision, partnership, supply, transfer of business assets, etc.
- Drafting and updating your General Terms and Conditions of Sale and General Terms and Conditions of Purchase
- Legal review and audit of contracts proposed by your partners or suppliers
- Direct contract negotiations with the opposing party and its advisers
- Drafting sensitive clauses: non-competition, confidentiality, limitation of liability, termination, intellectual property, etc.
- Supporting our customers in structuring their commercial operations, including internationally
Article 1104 of the Civil Code
«Contracts must be negotiated, formed and performed in good faith. This provision is a matter of public policy.» The obligation of good faith has permeated all contract law since the 2016 reform. It requires the parties to act in good faith right from the negotiation stage, and punishes unfair behaviour even in the absence of an express contractual clause. In practice, failure to comply with this obligation may justify contractual liability.
Defending your interests in the event of a contractual dispute
Non-performance of a distribution contract. Abrupt termination of an established commercial relationship. Unfair clause in a membership contract. Unfair competition from a former partner. Commercial disputes often arise from a contract that did not anticipate the conflict, or from a partner that no longer honours its commitments.
Our firm represents businesses and companies before the Commercial Court and the Courts of Appeal. We intervene on an urgent basis when the situation so requires, either in summary proceedings or by way of precautionary measures, and give priority to negotiated solutions when they are in our clients' best interests. Our knowledge of commercial and competition law enables us to devise appropriate litigation strategies.
Our commercial litigation practice areas
- Formal notice and pre-litigation management
- Action to terminate the contract for non-performance (articles 1224 et seq. of the Civil Code)
- Compensation for sudden termination of established commercial relations (article L. 442-1, II of the French Commercial Code)
- Challenging unfair terms in membership contracts (article 1171 of the Civil Code)
- Contractual liability action and claim for damages
- Commercial mediation and arbitration
- Litigation relating to commercial deeds, commercial sales and payment terms
Article L. 442-1, II of the French Commercial Code
Where an established commercial relationship is terminated without sufficient notice being given in writing, the person who terminates the relationship is liable. The length of the notice period is assessed in the light of the duration of the relationship, the state of economic dependence and the practices of the professional sector. The Court of Cassation requires that the notice specifies the date on which the relationship will end (Cass. com., 26 February 2025, no. 23-50.012). Compensation covers the gross margin lost during the period of notice that should have been respected.
The commercial contracts we handle
| Type of contract | Examples | Key issues |
|---|---|---|
| Distribution | Concessions, franchising, commercial agents, selective distribution | Territorial exclusivity, competition law, severance pay |
| Provision of services | Outsourcing, consulting, facilities management, maintenance | Scope, service levels, responsibility, intellectual property of deliverables |
| Sale | General terms and conditions, general conditions of purchase, framework contracts, international sales | Transfer of ownership, guarantees, delivery times, incoterms |
| Partnership | Joint-venture, co-development, consortium, confidentiality agreements | Contributions, governance, sharing of results, intellectual property |
| Commercial activity | Commercial lease, transfer of business, commercial agent contract | Specific rules of the Commercial Code, renewal, eviction compensation |
What our customers most often encounter: GTCs that cannot be enforced because they are not communicated prior to the sale, disproportionate non-competition clauses that are deemed unwritten by the courts, liability limitation clauses that are rendered meaningless because they contradict the essential obligation of the contract.
EN 
FR