Diagnosis of the relationship
Assessment of the length of the relationship, the business volume, the economic dependence, the established nature of the relationship and the reasonable notice period.
→ Contracts · Sub-expertise
Article L. 442-1 of the French Commercial Code protects commercial partners against abrupt terminations: it requires notice proportionate to the length and importance of the relationship. A poorly prepared termination exposes the company to considerable damages. We assist principals and suppliers, both in prevention and in litigation.
→ What we cover
Assessment of the length of the relationship, the business volume, the economic dependence, the established nature of the relationship and the reasonable notice period.
Calculation of the appropriate notice (often 6 to 24 months depending on length and dependence), formalisation in writing, management of the notice actually performed.
Identification of a potentially exonerating ground (serious misconduct, force majeure) that would allow termination without notice or with reduced notice.
For the partner who is the victim of the termination: legal action to obtain damages, interim measures, settlement negotiation.
For the party wishing to end the relationship: securing the procedure, choice of notice, anticipation of challenges, documentation of any breaches.
Specific situations: termination upon a change of control, termination for a sector-related cause (crisis, restructuring), termination linked to a contractual clause (termination for cause).
→ Our approach
01
Analysis of the commercial relationship, calculation of the reasonable notice, risk assessment and choice of strategy (gradual termination, reasoned termination, negotiation).
02
Drafting a reasoned termination letter, formalising the notice, anticipating internal and external communication, organising the effective notice period.
03
Maintaining the relationship during the notice period (volumes, pricing terms, quality), documenting any breaches, preparing the exit.
04
Defence in the event of action brought by the partner, settlement negotiation, litigation before the competent court (specialised commercial courts).
→ Who we help
Assisting a principal wishing to end a 15-year relationship with a strategic supplier: 18 months' notice, gradual communication, transition to a new supplier.
Representing a supplier who suffered termination without notice: legal action, calculation of the loss (gross margin over the reasonable notice period), settlement negotiation.
Implementing an immediate termination for serious misconduct (repeated breaches, harm to the brand): procedural securing, documentation of the grievances, defence against the challenge.
Supplier rationalisation plan following an acquisition: identification of relationships to be ended, calibration of notice periods, coordinated communication.
→ Q&A
A continuous, stable and habitual relationship between two partners, reflecting the partner's legitimate belief in the durability of the relationship. Continuity, regularity and the importance of the flows are the main criteria. The contractual form (with or without a framework agreement) is secondary.
The notice depends on several criteria: length of the relationship, business volume, economic dependence of the partner, specificity of the investments, time needed to find an equivalent partner. A 10-year relationship may justify 12 to 24 months' notice.
The main loss is the gross margin (often EBITDA) that the partner would have earned during the notice period not respected. Additional losses may be added: unamortised specific investments, restructuring, image. Accounting expertise may be required.
Yes, but the assessment of serious misconduct is strict: it must be a characterised and significant breach making it impossible to continue the relationship. A mere disagreement, isolated payment delays or minor non-conformities do not justify immediate termination.
→ Go further
Let's talk. We respond within one business day to qualify your transaction and direct you to the firm's most suitable lawyer.
Get in touch→