Building a network means entrusting your brand, products or know-how to independent partners. The strength of this model is also its fragility: an unbalanced contract, defective pre-contractual disclosure or a poorly prepared termination can turn a partner into an opponent and expose the network head to heavy indemnities.
Maître Léa Scemama assists franchisors, grantors, distributors and commercial agents in Paris, both in structuring their networks and in resolving their distribution disputes.
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.
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.