A foreign business that signs a contract or goes to court in France deals with French civil law, a legal system organised around the Civil Code (Code civil), in force since 21 March 1804 and reformed for contracts in 2016. French judges settle the dispute before them, but they do not lay down rules for others.
French judges may not refuse to rule for want of a law, nor rule by general provision
Under Articles 4 and 5 of the Civil Code, both unchanged since 1804, a French judge may not refuse to rule because the law is silent, obscure or insufficient, and may not decide the cases submitted to the court by way of a general and regulatory provision.
Article 4 reads: “The judge who refuses to rule, on the pretext of the silence, obscurity or insufficiency of the law, may be prosecuted as guilty of a denial of justice” (our translation). Denial of justice (déni de justice) is the name the article gives to that refusal.
Article 5 sets the opposite limit: “Judges are forbidden to pronounce by way of general and regulatory provision on the cases submitted to them” (our translation). That limit is the characteristic of French judicial decisions a foreign party should retain. A judgment decides the dispute between the parties, but it may not lay down a rule applicable to others. A lawyer used to a system of precedent should read French case law with that limit in mind.
In the 1977 civil ruling (Cass. civ. 2, 19 October 1977, No. 76-12.726, published in the Bulletin), the Cour de cassation rejected a challenge claiming that the decision under attack had breached Article 5.
The 1977 labour ruling (Cass. soc., 2 March 1977, No. 76-60.253, published in the Bulletin) addresses the reverse error. A tribunal d’instance, hearing a dispute over a workplace election, had dismissed the claim, holding among other grounds that Article 5 prohibited a ruling on a question of a general nature. The Cour de cassation held that the tribunal had wrongly applied, and so breached, the texts relied on. The tribunal could decide the difficulty put to it “without having to pronounce by a regulatory provision that would have applied to others than the parties in the case” (our translation).
Read together, the 1977 rulings draw the line: Article 5 forbids the judge to lay down a general rule, whereas it gives the judge no licence to refuse to decide.
The Constitution defines the domain of statute and gives qualifying treaties authority over statutes
The Constitution of 4 October 1958 lists the matters in which a statute (loi), passed by Parliament, sets the rules or the fundamental principles; the remaining matters are regulatory, and treaties regularly ratified or approved prevail over statutes from their publication, provided the other party applies them.
Article 34 of the Constitution distinguishes two levels. For some matters, the statute sets the rules, such as “the determination of crimes and misdemeanours and the penalties applicable to them” (our translation). For others, it determines only the fundamental principles, among them those “of the system of ownership, rights in rem and civil and commercial obligations” (our translation).
Under Article 37, matters outside the domain of statute are regulatory, so the difference between a statute and a regulation (règlement) depends on the subject matter. A decree issued after consulting the Conseil d’État may amend a text in statutory form that deals with a regulatory matter. If that text postdates the Constitution’s entry into force, a decree may amend it only once the Conseil constitutionnel has declared it regulatory.
Under Article 55, treaties or agreements regularly ratified or approved have, from their publication, “an authority superior to that of statutes” (our translation). That rank holds only if, for each agreement or treaty, the other party applies it.
Under Article 1 of the Civil Code, statutes and administrative acts published in the Journal officiel de la République française enter into force on the date they set or, failing that, the day after their publication. Provisions that require implementing measures take effect with those measures. In urgent cases, a statute applies from publication if its promulgation decree so prescribes, as does an administrative act if the Government so orders by a special provision. None of this applies to individual acts.
The Civil Code dates from 1804, and a 2016 ordinance reformed its contract law
The Civil Code dates from the law of 30 ventôse an XII, recorded by Légifrance as 21 March 1804; some articles, including Articles 4 and 5, still read as they did then, while Ordinance No. 2016-131 of 10 February 2016, ratified in 2018, reformed French contract law from 1 October 2016.
The history of the Code starts slightly earlier. Légifrance’s record of Article 4 cites a law promulgated on 15 March 1803 as the article’s origin. That date reflects a code adopted through successive pieces of legislation, then brought together as one act in 1804.
The main evolution of French contract law came with the 2016 ordinance, which reformed contract law, the general regime of obligations and the proof of obligations. The ordinance rests on Article 38 of the Constitution and on the authorisation given by Law No. 2015-177 of 16 February 2015. Law No. 2018-287 of 20 April 2018 then ratified it, and the 2018 law entered into force on 1 October 2018, with retroactive effect for certain amendments.
The 2016 reform also renumbered the articles of contract law. The binding force of contracts, formerly stated in Article 1134, now sits in Article 1103. Liability for fault moved from Article 1382 to Article 1240. Before 2016, however, Article 1103 dealt with another question entirely: the definition of a unilateral contract. A judgment or commentary that cites a contract law article should therefore be dated before its number is trusted, because the same number may cover a different rule on either side of the reform.
A lawfully formed contract binds its parties like a statute and must be negotiated, formed and performed in good faith
Under Article 1103 of the Civil Code, contracts lawfully formed take the place of law for those who made them. Under Article 1104, contracts must be negotiated, formed and performed in good faith, a rule of public policy (d’ordre public). Both articles come from the 2016 reform of contract law.
Article 1103 reads: “Contracts lawfully formed take the place of law for those who made them” (our translation). Former Article 1134 said almost the same of agreements (conventions) before 2016.
Binding force does not put a clause that leaves an assessment to one party beyond the court’s reach. The Cour de cassation held so on 31 January 2024 (Cass. 1st civ., No. 21-23.233, published in the Bulletin). A teaching contract let the student request termination for a legitimate and compelling reason, assessed solely by the school’s management. Applying such a clause “does not escape, in the event of a dispute, review by the judge” (our translation). The appeal, which relied on Article 1103, was dismissed, and the trial court’s assessment of the facts stood.
Good faith covers three stages. Article 1104 provides: “Contracts must be negotiated, formed and performed in good faith. This provision is a matter of public policy” (our translation). Former Article 1134, paragraph 3, required good faith in performance only. Good faith at the negotiation stage is therefore a characteristic of French contract law since the 2016 reform.
Outside contract, liability rests on a general clause. Article 1240 provides: “Any act whatever of man which causes damage to another obliges the person by whose fault it occurred to repair it” (our translation). The wording is identical to former Article 1382: the reform changed the number, not the text.
The tribunal judiciaire hears civil and commercial cases unless the nature of the claim assigns them to another court
Under Article L.211-3 of the Code of Judicial Organisation (Code de l’organisation judiciaire), the tribunal judiciaire, the ordinary civil court of first instance, hears all civil and commercial cases for which jurisdiction is not assigned to another court by reason of the nature of the claim.
Before 1 January 2020, the article named the tribunal de grande instance. The commercial court (tribunal de commerce) is one of the courts with its own jurisdiction. Article L.721-3 of the Commercial Code (Code de commerce) gives the commercial courts jurisdiction over:
- disputes relating to commitments between merchants, between artisans, between credit institutions, between financing companies, or between any of them;
- disputes relating to commercial companies;
- disputes relating to commercial acts between any persons.
The same article lets the parties agree, at the time they contract, to submit these disputes to arbitration. By exception, the clause cannot be relied on against a guarantor who guaranteed a commercial debt outside their professional activity.
Article 26 of Law No. 2023-1059 of 20 November 2023 adds an experiment. At least nine and at most twelve commercial courts, designated by order of the Minister of Justice, receive extended jurisdiction for four years from the date set by that order, for proceedings opened on or after that date, and, within the experiment, are renamed tribunal des activités économiques. Outside the designated courts, Article L.721-3 continues to apply.
Article L.411-1 of the Code of Judicial Organisation provides: “There is, for the whole Republic, one Cour de cassation” (our translation). The wider judicial structure is set out in our guide on how civil proceedings run before these courts.
See also our guide to French commercial law.
Foreign businesses can choose a State’s law for their contracts, but some documents must be in French
According to the Cour de cassation, applying the European Rome I Regulation, contracting parties may, within limits, choose the law of another country, but only the law of a State. Separately, two French texts require French for acts of justice and, subject to exceptions, for documents that bind employees.
The Cour de cassation limits a chosen governing law to the law of a State
In a judgment of 11 February 2026 (Cass. 1st civ., No. 24-18.329), the Cour de cassation held that a choice of law under Article 3 of the Rome I Regulation “can only concern the law of a State” (our translation). When all the elements of the situation are located in one country at the time of the choice, the parties may choose the law of another country. That choice must not prejudice the provisions of the first country’s law from which the parties cannot derogate by contract.
In the case, two partners, one domiciled in Israel, had agreed through a rabbinical arbitral award to settle their dispute under a religious rule. The court of appeal applied that rule to set aside the general law of joint ownership (indivision) under the Civil Code, and its decision was partially quashed.
The Court also noted that Rome I does not apply to arbitration agreements, but governs how a State court determines the applicable law once the parties have renounced arbitration and brought their dispute before it. A business that needs to draft the governing-law clause of an international contract should therefore name the law of a State.
French is compulsory for acts of justice and, subject to exceptions, for documents binding employees
Article 111 of the Ordinance of Villers-Cotterêts of 25 August 1539 requires acts of justice, and acts that depend on them, to be pronounced, recorded and delivered to the parties “in the French mother tongue and not otherwise” (our translation). This royal text predates the 1958 hierarchy of norms, and it remains in force because it was never repealed.
In employment, Article L.1321-6 of the Labour Code (Code du travail), which codifies a rule introduced by Law No. 94-665 of 4 August 1994, requires workplace rules (règlement intérieur) to be written in French. Translations into one or more foreign languages, English for example, may accompany them. The same applies to any document containing obligations for employees or provisions they need to know to perform their work. Documents received from abroad or intended for foreigners are exempt.
A foreign business can instruct a French lawyer before a dispute reaches court to check both the governing law and the language of its documents.