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

Agency contracts are concluded intuitu personae. Thus, the commercial agent who wishes to transfer his contract must inform the principal beforehand and obtain the latter's consent to the transfer.

Once informed of the proposed transfer, the principal is not under any obligation to consent . Thus, the refusal to accept a successor is not abusive where the agent has not complied with the requests for details from the principal required prior to the review of candidates . Similarly, a principal who received only two applications, one from a potential buyer who was financially unable to take the card, the other from an agent who did not accept the terms of the contract, cannot be accused of abusing his right of approval . However, the termination of the agency contract is likely to be held against him if he has arbitrarily  or abusively  refused all applications from successors proposed by the commercial agent. Thus, the refusal to approve a candidate submitted by the agent to take over the sector renders the termination of the contract attributable to the principal, where that decision is not based on serious grounds relating to the professional incompetence or moral incapacity of the proposed transferee . In such a case, the commercial agent may claim an indemnity “by reason of the injury suffered due to the refusal of submission of a successor” .

CA Paris, 29 November 2001, LawLex200200004962JBJ.

CA Versailles, 22 November 2012, LawLex201200002393JBJ.

CA Rennes, 16 November 2021, LawLex202100005933JBJ.

CA Orléans, 18 February 1999, LawLex200200005182JBJ.

Cass. com., 11 December 1990, LawLex200200005814JBJ.

CA Rouen, 16 April 2009, LawLex200900003583JBJ.

505. Refusal to approve the transferee.