Business Contracts

Even if there is no express provision governing agency agreements, they also come to an end when the agent has completed the mission for which he was commissioned. The draft reform of the law on special contracts proposes to remedy this oversight by stipulating, in future Article 2015 of the Civil Code, that agency agreements come to an end “by the completion of the mission or the expiry of the te …

Term of agency

Even if there is no express provision governing agency agreements, they also come to an end when the agent has completed the mission for which he was commissioned. The draft reform of the law on special contracts proposes to remedy this oversight by stipulating, in future Article 2015 of the Civil Code, that agency agreements come to an end “by the completion of the mission or the expiry of the term, if it is for a fixed term”. 

There is little case law on the termination of agency agreements. However, it has been held that when the chairman of a simplified joint stock company has been appointed for a fixed term, the expiry of the term entails, in the absence of express renewal, the automatic termination of his corporate agency agreement, so that the chairman who, despite the expiry of the term, continues to manage the undertaking cannot rely on tacit renewal of his duties and thus becomes a de facto director who, vis-à-vis the undertaking, cannot claim the guarantees enjoyed only by a de jure director .

The Court of Cassation has also ruled that a fixed-term agency agreement containing a tacit renewal clause is not limited in time, and is therefore invalid on the grounds that perpetual commitments are prohibited . Furthermore, according to established case law, now codified in Article 1215 of the Civil Code, the tacit renewal of an agency agreement does not entail the extension of the original contract, but gives rise to a new contract .

Cass. com. 17 March 2021, LawLex202200008341JBJ, clarifying that the chairman of a société par actions simplifiée (simplified joint-stock company) who has not been duly reappointed, but who has continued to manage the company, cannot, as a de facto director, assert the application of the provisions of the articles of association relating to the chairman's dismissal in order to claim the indemnity provided, in this circumstance, for the de jure director by the articles of association.

Cass. 1re civ, 5 May 1982, LawLex202300014160JBJ.

Cass. 1re civ, 10 January 1984, LawLex202300014161JBJ, for an insurance contract.

Business Contracts

512. Term of agency

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Les notions juridiques connexes

512. Term of agency

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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