Incomplete pre-contractual disclosure lets the franchisee have the contract annulled, and a termination without sufficient notice is paid for in damages. Entrusting your brand, products or know-how to independent partners is the strength of the model, and its fragility: an unbalanced contract can turn a partner into an opponent.
Maître Léa Scemama assists franchisors, grantors, distributors and commercial agents in Paris, both in structuring their networks and in resolving their distribution disputes.
See all our commercial law services on our commercial law page.
How we work
| Your position | What we do | What you receive |
|---|---|---|
| Network head setting up | Franchise or dealership agreement, pre-contractual disclosure document, competition law compliance | A legally coherent network and contracts that can be replicated |
| Franchise candidate | Audit of the disclosure document and of the contract, review of the network head's accounts and undertakings | A reasoned opinion before you sign and invest |
| Principal or commercial agent | Drafting the contract, classifying the status, managing the end of the relationship | The status secured and the end-of-contract indemnity protected |
| Termination contemplated | Calculation of the notice due, written formalisation, securing the exit | A termination that does not expose you to damages |
| Termination suffered | Assessment of the loss, proceedings before the designated specialist court | A claim quantified on the gross margin lost |
Our billing arrangements are set out on our fees page.
Franchise and pre-contractual disclosure
The franchise contract organises the transmission of know-how, the provision of a brand and ongoing assistance, in return for royalties. Its validity rests first on the fairness of pre-contractual disclosure: the franchisor must provide honest disclosure at least 20 days before signing. The firm drafts and reviews franchise contracts and disclosure documents, on both the franchisor and franchisee sides.
Dealership and distribution contracts
Exclusive distribution, selective distribution, dealership: each scheme reflects a commercial strategy and follows strict competition rules. Territorial exclusivities, quotas, distributor approval conditions, management of online sales: the firm structures networks compliant with competition law and drafts contracts that preserve network coherence without falling into prohibited restrictive practices.
Commercial agent and sales representatives
The commercial agent benefits from a protective, mandatory status, notably an often substantial end-of-contract indemnity. Properly distinguishing the commercial agent from a mere business introducer or a salaried representative is essential, as the financial consequences differ radically. The firm drafts agency contracts, secures the status and defends both agents and principals in end-of-contract disputes.
Abrupt termination of established commercial relationships
This is one of the most frequent and costly distribution disputes. Ending, overnight, a long and regular relationship, even without a written contract, exposes you to damages calculated on the margin lost during the notice period that should have been granted. The firm secures your terminations upstream and defends your interests, whether you suffer the termination or are accused of it. Independent contractors are protected too: our article on the abrupt termination of a commercial relationship with a freelancer sets out their rights and how compensation is calculated.
Four parameters decide the outcome of these cases.
| Parameter | What you need to know |
|---|---|
| Length of notice owed | No statutory minimum. It is assessed in light of the length of the relationship, the volume of business, economic dependence and trade practice |
| Eighteen-month cap | Since 2019, a party that gave eighteen months' notice can no longer be held liable on this basis, however long the relationship |
| Calculating compensation | The gross margin lost over the notice period that should have been given, to which reorganisation costs and stock depreciation may be added |
| Court | Only specially designated courts have jurisdiction, and appeals go to the Paris Court of Appeal alone |
The claim is time-barred five years after the termination takes effect.
Non-competition, exclusivity and supply
Post-contractual non-competition, exclusive-supply or non-affiliation clauses frame the exit from the network. Their validity is closely controlled: they must be limited in time, space and subject matter, and proportionate to the legitimate interests protected. The firm drafts genuinely enforceable clauses and challenges, where appropriate, those that are excessive.
Why a distribution-law lawyer?
Distribution law combines contract law and competition law, with heavy penalties at stake. In case of unpaid invoices or dispute, it meets debt recovery and commercial litigation. The firm covers the entire chain, from contract to courtroom.
Frequently asked questions
What is the pre-contractual disclosure document?
The disclosure document must be provided by the franchisor to the candidate at least 20 days before signing. It presents the network, market conditions and accounts. Its absence or misleading nature can void the franchise contract for defective consent.
What indemnity is due to a commercial agent at the end of the contract?
Absent serious misconduct, the commercial agent is entitled to a compensatory indemnity at the end of the contract, in practice assessed at around two years of commissions. It is a mandatory protection: any clause waiving it in advance is void.
What is the abrupt termination of an established commercial relationship?
Article L. 442-1 of the Commercial Code sanctions the termination of an established commercial relationship without sufficient written notice. The victim can obtain compensation for the loss linked to insufficient notice, even without a written contract, provided the relationship was stable and regular.
Can a resale price be imposed on a distributor?
No. Imposing a minimum resale price is a prohibited anti-competitive practice. The supplier may communicate recommended or maximum prices, but not compel the distributor to observe a floor price.
Related topics
- Unfair competition: free-riding and staff poaching within a network.
- Influencer marketing: network communications entrusted to content creators.
- Commercial leases: the franchisee premises and the brand clause.
- Abrupt termination and freelancers: the notice owed to an independent contractor and how compensation is calculated.
Written by Maître Léa Scemama, admitted to the Paris Bar, Miraï Avocats. This page states the law applicable at its update date. It is general in nature and does not constitute advice tailored to a particular situation.