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

Where the lease-manager transfers his contract, the transferee becomes the debtor of the initial lessor. However, the transferor may be ordered to pay any restoration carried out after the transfer. In effect, in the absence of any novation by change of debtor, the lease-manager who is the transferor remains bound with respect to the lessor by the obligations of his successor in the exploitation . …

Joint and several guarantee of the transferor.

Where the lease-manager transfers his contract, the transferee becomes the debtor of the initial lessor. However, the transferor may be ordered to pay any restoration carried out after the transfer. In effect, in the absence of any novation by change of debtor, the lease-manager who is the transferor remains bound with respect to the lessor by the obligations of his successor in the exploitation .

On the other hand, the lease-manager may no longer lodge an appeal against a judgment regarding his former lessee's rights. The fact that he stands joint and several guarantor for the transferee with respect to the owner of the business is irrelevant .

Cass. com., 31 March 1992, LawLex200200004686JBJ, which confirms CA Toulouse, 5 March 1990, LawLex200200004663JBJ, as regards a company which has transferred the lease-management to a subsidiary then placed under judicial liquidation.

Cass. com., 30 May 2002, LawLex200200004179JBJ which quashes and cancels CA Paris, 9 March 2000, LawLex200200004180JBJ.

Law No 2005/845 of 26 July 2005 on the protection of undertakings, which changed the law on bankruptcy proceedings, limited the possibility to resort to lease-management where the owner of a business had been placed into receivership (redressement judiciaire). After the period of observation, a lease-management contract may be concluded as part of a sale plan decided by the court in favor of the person who has submitted the purchase offer, even where it is otherwise provided for particularly in the lease of the property (Commercial Code, Article L. 642-15). The lease-manager must perform his obligation to purchase or may face a forced termination of the contract and the rescission of the plan (Article L. 642-16(2) Commercial Code) and be ordered to pay damages (Commercial Code, Article L. 642-17(1)). However, he may try to show that an acquisition under the conditions initially stipulated is impossible for a reason beyond his control and that a change is necessary, except in relation to the amount of the price and the time-period provided for in Article L. 642-15 (Commercial Code, Article L. 642-17(2)). In the framework of a disposal plan, the provisions of Article L. 144-7 of the Commercial Code (joint and several liability of the lessor) do not apply (Article L. 642-14).

The date of conclusion of the lease-management agreement is particularly important; where the lease-management contract was entered into before the opening of the period of observation, the owner placed into receivership may also offer a plan of continuation of his undertaking - rather than the sale - providing for the continuation of the lease-management contract . In effect, no indivisibility, termination or rescission of an ongoing contract may arise merely due to the opening of a safeguard procedure. However, the administrator has the right - but not the obligation - to require the performance of ongoing contracts (Commercial Code, Article L. 622-13).

The placement under judicial liquidation of the owner of the business does not automatically entail the termination of the lease-management agreement previously granted. His default has no effect on the operation of the business which is under the lease-manager's liability at his own risks. The business and the lease-management contract are assets which may, on the contrary, be assigned as part of the liquidation .

See under the Law of 25 January 1985, Cass. com., 11 April 1995, LawLex200200005461JBJ which quashes and annuls CA Bordeaux, 24 February 1993, LawLex200200005980JBJ.

CA Paris, 2 December 1994, LawLex200200005425JBJ.

French Distribution Law

555. Joint and several guarantee of the transferor.

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

555. Joint and several guarantee of the transferor.

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