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 operative event giving rise to the right to commission lies in the conclusion of the transaction  even if, on the date of the claim, that transaction has not been performed or the customer has not paid . The fact that some customers were more attracted by the principal's advertising than by the agent's action is not a reason for reducing the agent's remuneration where the contract provides tha …

Event giving rise to commission.

The operative event giving rise to the right to commission lies in the conclusion of the transaction  even if, on the date of the claim, that transaction has not been performed or the customer has not paid . The fact that some customers were more attracted by the principal's advertising than by the agent's action is not a reason for reducing the agent's remuneration where the contract provides that the agent receives a commission regardless of the origin of the order . The event giving rise to commission takes place at the moment the customer is irrevocably bound to the principal and cannot be deferred to the starting date of the commissioned service .

The right to a commission may be limited by a term in the contract insofar as Article L. 134-16 of the Commercial Code mainly prohibits clauses purporting to restrict the right to a termination indemnity . Thus, the parties may validly provide in the contract that only transactions which have been concluded due to positive action by the agent  or which the principal has accepted will give rise to commission. An agent who cannot prove that any orders have been placed but merely shows that a framework agreement has been signed cannot therefore claim commission .

A clause reserving the payment of commissions to completed deals is valid only if its application is not subject to any action on the principal's part . A clause that subjects the payment of the commission to the due completion of the transaction undermines the agent's financial claims only if the principal brings evidence either of a refusal to accept the transmitted order or the non-execution of the sale . In fact, neither the order that was credited nor the order that was not confirmed can give rise to commission . The implementation of the clause may be subject to the submission by the principal of all the orders registered after the termination of the contract and for the whole year following the agent's departure .

Cass. com., 7 March 2018, LawLex201800000404JBJ.

CA Lyon, 27 February 2003, LawLex200500010294JBJ, upheld by Cass. com., 15 November 2005, LawLex200500010135JBJ: the generating fact of the right to commission is the conclusion of the transaction, regardless of whether, on the date of the claim, the transaction has been performed, the customer has paid or despite the fact that eighteen month have lapsed since the first price bid. But see CA Paris, 20 May 2009, LawLex201000001156JBJ, excluding the right to commission for orders placed more than three months after the agent canvassed the client.

CA Bordeaux, 9 June 2021, LawLex202100003880JBJ.

CA Versailles, 24 October 1996, LawLex200200005609JBJ; 20 January 2000, LawLex200200006140JBJ.

CA Paris, 5 November 2003, LawLex200400001212JBJ.

CA Aix-en-Provence, 22 May 2014, LawLex201400002059JBJ.

Cass. com., 21 October 2014, LawLex201400001171JBJ; CA Toulouse, 7 January 2015, LawLex201500000044JBJ.

Cass. com., 28 September 2004, LawLex200400002251JBJ: where it is not otherwise provided for, the agent is entitled to a commission on all deals concluded for the duration of the contract, whether it originates from him or not; CA Paris, 4 November 2010, LawLex201000001239JBJ, which held that no sum is due to the agent when the client has not paid the invoice in full, even though the contract reserves the right to commission on successful completion of transactions.

CA Aix-en-Provence, 6 December 2018, LawLex201800001952JBJ.

Cass. com., 9 December 2014, LawLex201400001453JBJ. 

CA Pau, 25 May 2006, LawLex200600001837JBJ; See also CA Pau, 16 December 2014, LawLex201400001515JBJ; CA Rennes, 13 October 2015, LawLex201500001345JBJ, holding that the commission is due to the agent even if the transaction was not completed, when that circumstance is attributable to the principal.

Cass. com., 9 February 2010, LawLex201000000223JBJ; CA Lyon, 25 June 2014, LawLex201400002231JBJ; CA Toulouse, 23 January 2024, LawLex202400000532JBJ. – Cf. CA Bordeaux, 9 July 2014, LawLex201400002275JBJ, which held that the supplier is not required to justify the steps taken by its legal department to recover the debt.

French Distribution Law

482. Event giving rise to commission.

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

482. Event giving rise to commission.

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