Trusted European counsel for negotiation and drafting. From IP licensing and technology agreements to distribution, franchise and partnership contracts, Dreyfus & Associés helps international clients secure and grow their business in France and the European Union with the precision of French civil law and the agility of cross-border practice.
Reviewed by Nathalie Dreyfus, European Trademark and Patent Attorney, Founder of Dreyfus & Associés. Last updated: June 2026.
French contract law is rooted in the Napoleonic Code of 1804 and was deeply renewed by the 2016 Ordinance. It differs in three important ways from common law systems.
Good faith is mandatory at all stages. The duty of good faith (Article 1104 of the French Civil Code) applies to negotiation, performance and termination of every contract, and cannot be waived. This shapes pre-contractual liability, hardship doctrine and unfair clauses control.
Hardship (imprévision) is now recognised. Since 2016, Article 1195 allows a party to request renegotiation of a contract when an unforeseeable change of circumstances makes performance excessively onerous, with judicial revision if negotiation fails.
Unfair clauses in B2B contracts are sanctioned. Article 1171 of the Civil Code voids significantly unbalanced clauses in standard-form contracts (contrats d’adhésion), where general conditions are not open to negotiation. Article L.442-1 of the French Commercial Code goes further and applies to all B2B commercial relations, including fully negotiated contracts.
Ordinance n° 2016-131 of 10 February 2016 reshaped Title III of the French Civil Code, modernising the rules on formation, performance and termination of contracts. Ratified by Law n° 2018-287 of 20 April 2018.
Source: Légifrance, Ordonnance n° 2016-131.
Since 2016, the French Civil Code allows a party to request renegotiation, and ultimately judicial revision or termination, when an unforeseeable change makes performance excessively onerous.
Source: Article 1195 of the French Civil Code.
The French Commercial Code prohibits significant imbalance in B2B contractual relations. Sanctions include nullity of the clause, damages and administrative fines up to 5 million euros (or twice the profit unlawfully made) imposed by the court at the request of the Economy, doubled in case of recidivism.
Source: Article L.442-1 of the French Commercial Code.
Cross-border contracts in the EU are governed by Rome I (contractual obligations) and Rome II (non-contractual obligations), which set conflict of laws rules consistent across all member states.
Source: Regulations (EC) 593/2008 and 864/2007.
It depends on the choice of law clause. Under Rome I Regulation, parties to a B2B contract can choose the applicable law freely. Without a choice, the law of the country of the party performing the characteristic obligation applies. French mandatory rules (overriding mandatory provisions) may apply regardless.
Good faith is a mandatory principle that applies to negotiation, performance and termination of every contract (Article 1104 of the French Civil Code). It cannot be waived. It shapes pre-contractual liability, hardship doctrine, and judicial control of unfair clauses, even in negotiated B2B contracts.
Yes, and it is recommended. Article 1195 of the Civil Code now allows judicial revision in case of unforeseeable change of circumstances, but you can broaden or restrict its scope by contract. A well-drafted hardship clause defines triggers, notice periods and revision mechanisms.
Loi Doubin (Law n° 89-1008 of 31 December 1989), now codified at Article L.330-3 of the French Commercial Code, requires franchisors and similar networks to provide a pre-contractual disclosure document (DIP) at least 20 days before signature. It applies to every party requiring exclusivity or quasi-exclusivity from a contractor in exchange for know-how or distinctive signs.
There is no universal rule. Distribution contracts often run 1 to 5 years renewable. Franchise contracts typically 5 to 10 years. Commercial agency contracts can be indefinite. Specific termination notice periods apply, with statutory minimums under Article L.442-1, II of the French Commercial Code for established commercial relations.
Yes. Article 1171 of the Civil Code voids significantly unbalanced clauses in non-negotiated B2B contracts. Article L.442-1 of the Commercial Code goes further: French courts can sanction significantly unbalanced clauses even in negotiated B2B contracts, with damages and administrative fines.
