Category: Publications & Conferences

Thank you to Céline Beckrich, the CAT, and the FFEF for their invitation and for organizing this event.

The document below is an excerpt from that presentation, focused on the main legal issues relating to general terms and conditions of sale (CGV), specific terms and conditions of sale (CPV), discounts and rebates, and trade cooperation.

In an increasingly demanding regulatory environment, these topics call for heightened vigilance on the part of companies, particularly with regard to the formalization of commercial negotiations, transparency obligations, and the drafting of the written agreement.

Led by Christophe Héry, this presentation illustrates Altaïr Avocats’ expertise in distribution and competition law, serving economic operators faced with complex contractual and commercial issues.

Take a look at our excerpt

Key Points to Remember

• Providing a DIP is a mandatory legal obligation (Article L. 330-3 of the French Commercial Code). It must be provided in all distribution networks (not only in franchising), as soon as the network head simultaneously makes available a distinctive sign and imposes an exclusivity or quasi-exclusivity supply obligation on an affiliate.
• Renewal, assignment of the contract, or certain amendments may require a new DIP to be provided.
• Recent case law tends to establish a genuine obligation to update the DIP between its delivery and the signing of the contract.
• Failure to provide the DIP does not automatically result in the annulment of the contract: a defect in consent must be demonstrated.
• Providing a DIP may constitute an overriding mandatory rule applicable to foreign networks setting up in France.

A Scope Broader Than Franchising Alone

The legal regime under Article L. 330-3 of the French Commercial Code applies when two cumulative conditions are met: on the one hand, the network head grants a right to use a distinctive sign (trademark, trade name, or business name), and on the other, the distributor is required to commit to exclusivity or quasi-exclusivity. The main purposes of providing the DIP are to protect the consent of the prospective member and to restore the informational balance within organized networks. The scope of application of the DIP is not limited to franchising: it extends to all distribution models involving the provision of a distinctive sign combined with a purchasing exclusivity, as illustrated by recent case law in dealership arrangements. (CA Paris, 22 mai 2024, n° 22/08672). The notion of quasi-exclusivity remains a factual matter. Although EU Regulation 2022/720 sets an indicative threshold of 80% of purchases to qualify exclusivity, French courts favor a case-by-case analysis, which sometimes leads to a finding of quasi-exclusivity at lower percentages. In the absence of exclusivity or quasi-exclusivity, the obligation to provide a DIP does not apply.

Strategic points of attention : In international contracts, Article L. 330-3 has been held to constitute an internationally overriding mandatory rule, within the meaning of Article 9 of the Rome I Regulation, when the franchisee is established in France, thereby setting aside a foreign choice-of-law clause (CA Paris, 25 oct. 2011, n° 10/24023). Although isolated and not confirmed by the Cour de cassation (the French Supreme Court), this line of case law deserves consideration when structuring cross-border networks (subject to any clause conferring jurisdiction on a foreign court or an arbitral tribunal).

A Requirement of Accuracy and Precision

Article R. 330-1 of the French Commercial Code lists the mandatory particulars of the DIP, organized around four areas:

• the characteristics of the network head (identity, capital, accounts, experience);
• the composition and evolution of the network (list of current members, departures over the past 12 months, etc.);
• the competitive environment (national market, catchment area);
• and the main contractual terms (duration, renewal, termination, exclusivities).

Beyond formal requirements, the DIP imposes a qualitative standard: the information provided must be accurate, ensuring that the prospective member’s consent is informed and free of defect.

Accordingly, the Cour de cassation has held that, with regard to the local market, the franchisor is not required to carry out a market study, but if it provides one, it must be accurate and verifiable (v. Cass. com., 18 oct. 2023, n°22-19.329). 

A minimum period of at least 20 days must separate the delivery of the DIP from the conclusion of the contract.

• A signature occurring too soon after delivery may be sanctioned on the grounds of fraud where it effectively deprived the prospective member of sufficient time to review the document (CA Paris, Pôle 5 – Chambre 4, 21 février 2024, n° 22/12529). 
• A new DIP must also be provided at key stages of the contract, such as assignment of the contract (Cass. com., 21 février 2012, n° 11-13.653 (FS-P+B)) or a modification that substantially alters its economics (CA Paris, 5-4, 7 novembre 2018, n° 16/10209).
• The most recent case law establishes a duty to update the DIP (Cass. com., 26 juin 2024, n° 23-14.085 and Cass. com., 4 décembre 2024, n° 23-16.684) where, during the period between delivery of the document and conclusion of the contract, material facts arise (insolvency proceedings, major litigation, changes in the network); the network head must inform the prospective member of these. The court examines whether the failure to provide this information could have affected the prospective member’s assessment of the network (Cass. com., 26 juin 2024, op.cit.).

Sanctions: Annulment and Damages

The absence or insufficiency of the DIP may support annulment of the contract, provided the prospective member establishes a defect in consent (mistake or fraud). The court makes a concrete assessment, taking into account, in particular, the distributor’s professional experience and personal diligence. An informed candidate will have greater difficulty establishing fraud (CA Paris, pôle 5 – ch. 11, 26 avril 2024, n° 21/13205). Where annulment is not granted, the compensable harm is, in principle, limited to the loss of the chance of not entering into the contract, or of entering into it on more favorable terms, which significantly limits the compensation available to the distributor or franchisee (see, for example : Cass. com., 15 mars 2017, n° 15-16.406).

The general duty of disclosure under ordinary law (Article 1112-1 of the French Civil Code) may be combined with the special obligation arising from Article L. 330-3 of the Commercial Code (CA Paris, 27 mars 2024, n° 22/12665). The scope of the latter has, however, been narrowed by the Cour de cassation: only information with a direct and necessary connection to the subject matter of the contract or the identity of the parties must be disclosed (Cass. com., 14 mai 2025, n° 23-17.948). The prospective member is not a passive recipient of information: it is for them to conduct their own investigations, identify the elements they consider essential to their decision, and request from the network head any necessary clarifications.

Practical Recommendations

For network heads:

• implement a process for systematically updating the DIP up until signature;
• document the date the DIP was delivered and proof of receipt;
• maintain internal litigation monitoring (insolvency proceedings, network-related disputes);
• and provide for a confidentiality agreement to be entered into when the DIP is delivered to prospective members.

For prospective members:

• require an updated DIP as of the signing date;
• keep a record of all exchanges;
• and conduct research on the local market.

For international operators:

• anticipate the risk that French law may potentially apply, in particular through governing-law and dispute-resolution clauses.

Against a backdrop of increasingly complex financing rounds, legal anticipation of transactions is becoming a genuine lever for security and credibility.

On this occasion, Valérie discussed in particular:

• the essential legal prerequisites before any fundraising
• the points requiring vigilance when business angels and VCs coexist
• the sensitive clauses in shareholders’ agreements (exit, anti-dilution)
• private placement offerings, a sometimes little-known lever

This engagement is part of Altaïr Avocats’ ongoing support for executives and entrepreneurs in their financing, growth and capital structuring transactions.

Read the full article on the Gomet’ Media website.

Held by the Confédération des Arts de la Table (C.A.T) at the invitation of Céline Beckrich from dis Céline, this discussion provided practical insights into the legal obligations and precautions to take when designing and running contests, whether online or in-store.

Altaïr Avocats would like to warmly thank Céline Beckrich and Philippe Khattou for their invitation and for hosting such a high-quality event.

The meeting was chaired by Professor Gérard Hirigoyen and led by Pascale Weber, MRICS (Valreus), with the support of the Crefe, METI and ICES – Institut catholique de Vendée.

Pierre’s presentation focused on the impact of artificial intelligence on intra-family transfers, and in particular on how these tools can:

• support strategic and legal decisions
• facilitate family mediation and emotional management
• preserve know-how and corporate culture
• This is a promising innovation, but one that must remain at the service of people, who are at the very heart of successful family transfers.

Alongside Michael Coulardeau (H. Family Office and MGP&C), Pauline de La Motte Rouge, Hugues Lethu (Geneviève Lethu), Alain Moy (CEDEF) and Xavier Sennès (IXIS), these discussions provided a concrete opportunity to address the human and emotional issues that arise in the context of family-owned business transfers.

We would like to thank the hosts and all the speakers for the quality of the discussions.