Drafting and negotiating your commercial contracts
Your business enters into distribution agreements, service contracts, partnership arrangements and commercial leases. Each of these commitments structures your business relationships and determines the sustainability of your activity. A poorly drafted contract does not merely create a legal risk: it weakens your commercial position and exposes your company to costly disputes.
Our firm acts from the pre-contractual stage to secure your commitments. We draft, review and negotiate all types of commercial contracts, in French and English, with particular attention to the clauses that make the difference if a dispute arises. Our practice in French commercial and business law allows us to anticipate the specific difficulties of each sector.
How we assist you
- Bespoke drafting of your commercial contracts: distribution, franchise, services, partnership, supply, sale of a business as a going concern
- Drafting and updating your general terms and conditions of sale (GTC) and general terms and conditions of purchase
- Review and legal audit of contracts proposed by your partners or suppliers
- Direct contractual negotiation with the counterparty and their advisers
- Drafting of sensitive clauses: non-compete, confidentiality, limitation of liability, termination, intellectual property
- Structuring your commercial operations, including cross-border transactions
Article 1104 of the French Civil Code
‘Contracts must be negotiated, formed and performed in good faith. This provision is a matter of public policy.’ The duty of good faith permeates the whole of French contract law following the 2016 reform. It imposes active loyalty from the negotiation stage onwards, and sanctions disloyal conduct even in the absence of an express contractual provision. In practice, a breach of this duty may give rise to contractual liability.
Defending your interests in contractual disputes
Non-performance of a distribution agreement. Abrupt termination of an established commercial relationship. An unfair term in a standard-form contract. Unfair competition by a former business partner. Commercial disputes often arise from a contract that failed to anticipate conflict, or from a party that no longer honours its obligations.
Our firm represents businesses before the Commercial Court and the courts of appeal. We act urgently where the situation requires it, through interim proceedings or protective measures, and we favour negotiated solutions when they serve our clients’ interests. Our combined knowledge of French commercial law and competition law enables us to build tailored litigation strategies.
Our litigation services
- Letters before action and pre-litigation management
- Termination for non-performance (Articles 1224 et seq. of the French Civil Code)
- Compensation for abrupt termination of an established commercial relationship (Article L. 442-1, II of the Commercial Code)
- Challenging unfair terms in standard-form contracts (Article 1171 of the Civil Code)
- Contractual liability claims and damages
- Commercial mediation and arbitration
- Disputes relating to commercial sales, payment terms and trade debts
Article L. 442-1, II of the French Commercial Code
The abrupt termination of an established commercial relationship renders the party responsible liable where it occurs without adequate written notice. The required notice period is assessed in light of the duration of the relationship, the degree of economic dependency and trade usage. The Cour de cassation requires that the notification specify 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 notice period that should have been observed.
The commercial contracts we handle
| Contract type | Examples | Key issues |
|---|---|---|
| Distribution | Concession, franchise, commercial agency, selective distribution | Territorial exclusivity, competition law, end-of-contract indemnity |
| Services | Outsourcing, consultancy, IT services, maintenance | Scope, service levels, liability, intellectual property in deliverables |
| Sale of goods | GTC, general terms of purchase, framework agreements, international sales | Transfer of title, warranties, delivery deadlines, Incoterms |
| Partnership | Joint venture, co-development, consortium, confidentiality agreements | Contributions, governance, profit-sharing, intellectual property |
| Commercial activity | Commercial lease, sale of a going concern, commercial agency agreement | Specific Commercial Code provisions, renewal, eviction indemnity |
The issues we see most frequently: general terms and conditions held to be unenforceable because they were not communicated before the sale; disproportionate non-compete clauses struck down as unwritten; limitation of liability clauses voided because they contradict the contract’s essential obligation.
Frequently asked questions
How much does it cost to have a commercial contract drafted by a French lawyer?
The cost depends on the complexity of the contract and the volume of negotiation with the counterparty. Reviewing general terms and conditions and drafting an international distribution agreement are not the same undertaking. We provide a precise fee estimate for each client before work begins.
How quickly can a commercial contract be drafted?
For a standard contract, allow a few days. A franchise agreement or joint venture arrangement may take several weeks, including exchanges with the counterparty and their advisers. Timescales also depend on the responsiveness of the parties.
What if my business partner breaches the contract?
Start with a formal letter before action (mise en demeure), which is an essential preliminary step under French law. If the breach persists, several options are available: the right to withhold your own performance (exception d’inexecution), termination of the contract, or a damages claim before the Commercial Court.
What is an abrupt termination of a commercial relationship?
It is the cessation of an established commercial relationship without adequate written notice. Article L. 442-1 of the French Commercial Code entitles the injured party to damages corresponding to the gross margin lost during the notice period that should have been given. The required notice period depends on the duration of the relationship and trade usage in the relevant sector.
My contract has no termination clause. Can I end it?
Yes. The French Civil Code permits unilateral termination for sufficiently serious non-performance, even in the absence of a termination clause. For contracts of indefinite duration, either party may terminate subject to reasonable notice.
Do you handle international contracts?
Yes. Our firm handles international commercial contracts in French and English. We advise on applicable law, jurisdiction and international arbitration, in coordination with local counsel where the matter requires it.