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

The commercial agent may be entrusted with a geographic sector or a specified group of persons. The validity of the commercial agency agreement is not however dependent on an exclusivity clause in favor of the agent. No exclusivity is granted to the commercial agent where the contract is silent on the matter .
An exclusivity clause has two main effects; it protects the commercial agent from compet …

Distinction between exclusive territory and geographic sector.

The commercial agent may be entrusted with a geographic sector or a specified group of persons. The validity of the commercial agency agreement is not however dependent on an exclusivity clause in favor of the agent. No exclusivity is granted to the commercial agent where the contract is silent on the matter .

An exclusivity clause has two main effects; it protects the commercial agent from competition from the principal or other agents representing the principal and places the agent in a situation of monopoly in the geographic area or for the customers granted . The exclusivity clause also enables the agent to claim payment of a remuneration for all transactions concluded on the exclusive territory, even if he has never canvassed it  and to the payment of a commission for any order placed on his territory, even by a third party .

Before the overturning of the case law by the Court of Cassation on 23 January 2007 , the application of the recovery right ("droit de suite") granted by Article L. 134-6 of the Commercial Code was reserved to agents having territorial exclusivity explicitly awarded by the contract . Since that decision, the right of recovery of commercial agents  has been linked to their activity within a specific geographic area, without it being necessary for territorial exclusivity to have been granted . This right covers both sales made in their territory by other agents and those made directly by the principal .

However, as the provisions of the second indent of Article L. 134-6 are not a matter of public policy , a contractual clause may validly exclude the application of the provision and deprive the agent of all or part of his remuneration for transactions concluded by third parties on his territory  or adjust the conditions of remuneration of the agent where he has not directly taken part in a transaction handled by his/her principal . Moreover, some courts still occasionally consider that, in the absence of exclusivity over a given territory, an agent cannot claim remuneration for a transaction carried out without  his or her involvement .

Cass. com., 25 March 1974, LawLex201000000524JBJ.

Cass. com., 20 January 1987, LawLex201000000525JBJ; CA Rennes 1 December 1993, LawLex200200005356JBJ; CA Paris, 10 January 1994, LawLex200200005363JBJ.

CA Paris, 8 November 2000, LawLex200200004873JBJ; CA Paris, 1 December 2010, LawLex201000001365JBJ, concerning a clause stipulating that commission is only due on business brought in or introduced.

CA Rennes, 15 October 2024, LawLex202400007832JBJ.

Cass. com., 10 February 2009, LawLex200900000501JBJ: sales achieved from third parties on the exclusive sector of a commercial agent entitle to commission, even if those third parties do not have their head office on that territory; 19 December 2006, LawLex200700002596JBJ: as regards his exclusive sector, the agent may claim a commission for any transaction concluded on his territory, even if he has never canvassed it.

CA Versailles, 5 October 2006, LawLex200800000842JBJ; CA Rennes, 3 December 2008, LawLex200900003304JBJ.

Cass. com., 23 January 2007, LawLex200700000101JBJ: the entitlement of the commercial agent to commission for any deal concluded on his sector, even by third parties, is not subject to any exclusivity on that territory.

Cass. com., 19 December 2006, LawLex200700002596JBJ.

See also CA Lyon, 25 September 2008, LawLex200800002108JBJ.

CA Rennes, 16 January 2024, LawLex202400000408JBJ.

The list in Article L. 134-16 of rules which may not be departed from, does not refer to this text.

See, along the same lines, Cass. com., 1 October 2002, LawLex200200006245JBJ: the exclusivity clause with commission on customers initially planned by the parties having been deleted by an amendment, the additional provisions of the second indent of Article L. 134-6 of the Commercial Code providing that the commercial agent entrusted with a geographic sector or a specific group of persons is entitled to commission for any transaction concluded without intermediary during the term of the agency contract with a person belonging to this sector or group, do not apply; CA Pau, 22 May 2006, LawLex200600001837JBJ: a commercial agent cannot claim any commission for deals concluded on his sector through other representatives where his contract expressly excludes the rule set forth in Article L. 134-6 of the Commercial Code; CA Rennes, 3 December 2008, LawLex200900003304JBJ: a commercial agent who enjoys territorial exclusivity is entitled to commission for any transaction concluded on his sector if it is not established that he has waived part thereof; CA Rennes, 15 January 2013, LawLex201300000072JBJ; CA Paris, 22 November 2018, LawLex201800001827JBJ; CA Dijon, 3 March 2022, LawLex202200001319JBJ.

French Distribution Law

479. Distinction between exclusive territory and geographic sector.

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

479. Distinction between exclusive territory and geographic sector.

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