Contracts & business law

Contracts drafted to common-law standards do not always work in France. We draft, localise and review the agreements your client needs, and flag where French contract law — and EU competition law — diverge from what foreign counsel expect.

The contracts we draft and review

We advise on the agreements a business needs to operate in France and the EU: distribution and reseller agreements, commercial agency, trademark, patent, software and know-how licences, IP assignments, manufacturing and supply (OEM) agreements, franchising, confidentiality agreements, and B2B and B2C terms and conditions, including online and SaaS terms. We draft from scratch or localise your client’s existing templates.

Distribution and franchise: the competition-law overlay

Distribution and franchise agreements sit under EU competition law, which shapes what their clauses may contain. Resale price maintenance — fixing the reseller’s price — is prohibited, as are most absolute territorial or customer restrictions and outright bans on online selling; non-compete obligations are generally capped at five years. The Vertical Block Exemption Regulation sets the safe harbour, and we draft to stay within it.

Franchising carries its own duties: French law requires a pre-contractual disclosure document (the loi Doubin information) to be given at least twenty days before signing, and the agreement must secure the network’s know-how and identity.

French contract law has its own rules

Since the 2016 reform of the law of obligations, several rules catch foreign drafters out. Good faith governs negotiation, formation and performance and cannot be excluded; a pre-contractual duty to inform applies; and a clause creating a significant imbalance in a standard-form (adhesion) contract can be struck out as unwritten — independently of consumer law.

Hardship (imprévision) now lets a party seek renegotiation where an unforeseeable change makes performance excessively onerous, unless the contract excludes it; penalty clauses may be reduced by the judge; and termination for breach, though available unilaterally, is exercised at the terminating party’s risk.

Assigning trademarks and the business (fonds de commerce)

Transfers carry formalities of their own. A trademark assignment must be in writing and recorded on the INPI or EUIPO register to be enforceable against third parties. Where a trademark is sold as part of a going concern, the sale of the business (fonds de commerce) follows a distinct, formal regime — publicity formalities, a period during which the seller’s creditors may object, and sequestration of the price. We structure and document both, so the IP and the business transfer cleanly.

The commercial-agent regime

Under the EU agency regime, a commercial agent is entitled to a termination indemnity that cannot be contracted away — a significant and often unanticipated exposure for principals entering France.

Governing law and dispute resolution

We advise on choice of law and jurisdiction, arbitration clauses, and the interaction with mandatory French and EU rules that apply whatever law the contract chooses.