This book provides a wide-ranging review of the European rules relating to distribution: exclusive purchase and exclusive supply, exclusive and selective distribution, motor vehicle distribution, franchises, commercial agents.

French Distribution Law

Exclusive distribution agreements are primarily governed by the Civil Code rules relating to contracts. As the law stood prior to the coming into force of the reform of contract law in October 2016, for a contract to be valid the parties had to be capable of contracting and fully consent to it, the contract had to have have a “cause” (consideration)  and a defined subject matter . New Article 1128 …

Exclusive distribution and general principles of contract law.

Exclusive distribution agreements are primarily governed by the Civil Code rules relating to contracts. As the law stood prior to the coming into force of the reform of contract law in October 2016, for a contract to be valid the parties had to be capable of contracting and fully consent to it, the contract had to have have a “cause” (consideration)  and a defined subject matter . New Article 1128 stemming from the Ordinance of 10 February 2016 , replacing former Article 1108, substitutes the concepts of cause and subject matter for that of “content” of the contract, and requires that that content be “lawful and defined” (licite et certain) . 

No specific legal form is required: the distribution contract may only be oral even if in practice it will almost always be in writing. An exclusive distribution contract is a commercial act both for the supplier and the distributor. Evidence of its existence may be brought by any means, excluding confessions, which can only relate to points of fact .

Exclusive distribution agreements are also subject to specific rules, particularly by reason of the exclusivity or quasi-exclusivity obligation imposed on the distributor who, to enter into a binding contract in full knowledge of the facts, must be provided with pre-contract information.

See in particular Cass. com., 20 February 2007, LawLex200700000229JBJ, voiding a contract for unlawful consideration where the supplier was unable to bring evidence of ownership of rights over the cartoon characters reproduced on the contract goods; CA Paris, 1 October 2008, LawLex200800001609JBJ, clarifying that the consideration for the exclusivity obligation is the distributor's undertaking to carry out the sales and purchase supplies exclusively from the supplier; CA Grenoble, 6 October 2011, LawLex201100001776JBJ

See in particular CA Rennes, 18 December 2012, LawLex201300000012JBJ, holding that he fact that the products to be distributed are not completely finalized on the date of the conclusion of the contract does not deprive the exclusive distribution contract of its subject-matter. See also CA Paris, 11 December 2015, LawLex201500001735JBJ; 17 January 2024, LawLex202400000604JBJ, considering that the contract cannot be declared invalid for lack of subject matter due to the subsequent cancellation of the trademark registration, insofar as it does not solely concern the grant of a trademark usage right but also and primarily the right to operate a store under the brand name within an exclusive territory.

Ordinance No 2016-131 of 10 February 2016, Official Journal of 11 February 2016 – On the reform of contract law and its implications for distribution law.

CA Douai, 8 July 2021, LawLex202100004438JBJ, holding that the issuance of a ministerial order a few days after the conclusion of the exclusive distribution contract, which significantly reduces the attractiveness of the distributed products without totally nullifying it, does not constitute grounds for voiding the agreement.

French Distribution Law

66. Exclusive distribution and general principles of contract law.

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Les notions juridiques connexes

66. Exclusive distribution and general principles of contract law.

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise