In this case the tribunal fixed notice at eighteen months

For some people might think that in accordance with the notice provided in a contract to put an end, the termination can be described as brutal and abusive. Yet, this is not always the case. Article l. 442 - 6I (5) of the Code of trade (1) supersedes the provisions of the civil Code, thus leaving corporate legal uncertainty which is far from theoretical. This article includes the responsibility of its author and requires it to repair the harm caused by sound fact, producer, trader, industrial or person registered in the directory of trades which breaks suddenly, even partially, a commercial relationship, without written notice taking into account the duration of trade relations and respect consistent with the professional use notice. No motivation is required.

Although that originally planned for brutal dereference practices large distribution, courts in have expanded to multiple areas (contracts of services, franchise...). Thus, a company had complied with the contract within twelve months of notice to terminate a contract of exclusive distribution in term of three years, renewed by tacit renewal for several decades. The Court of appeal of Lyon (2) estimated that if the parties have provided a contractual period of notice, the judge may nonetheless find if this duration is adequate or reasonable under s. l. 442 - 6I (5). In this case, the tribunal fixed notice at eighteen months. It has compensated the distributor in assessing the six months of notice not made on the basis of the gross margin on sales in the year preceding the breach, either 775.000 euros.

Even contracts to fixed-term, non-renewable by tacit renewal, are affected while in principle these contracts automatically shuts down the arrival of the term the contractor cannot claim any right to renewal. The Court of cassation (3) seems to estimate that the non-renewal of this contract may be considered as wrongful, except that the prevailing lack of notice himself committed contractual faults.

Assess the length of the notice of termination or non-renewal is therefore a difficult and perilous exercise. The seasonal nature of the activity or the technical nature of the products or to the progression of sales can motivate longer periods of notice. Each jurisdiction may make a different assessment of this period as the financial consequences of a deemed too short notice, a posteriori.

Calculations of harm are to the rider. Even if only the consequences of the brutality of the breach should be repaired, and not the harm resulting from the breach itself, is to note that these limits are too rarely met. Can thus recover lost profits or even losses as annexes for which imagination is power (stock loss), costs of dismissal, operating expenses, loss of chance.... It is not uncommon that one who claims to be victim of a sudden rupture of established trade relations also relies on economic dependence which it considers to be held by its partner, author of the breach, to claim damages and additional interest on the basis of article l. 442 - 6I (2) of the Code of commerce.

Fortunately, several decisions remind that the choice of investments are the responsibility of leaders and that the risks cannot be borne by their economic partners, except contrary agreements between them. Therefore, caution is recommended for companies wishing to stop trade relations with economic partner as soon as relations are extended beyond one to two years. No rule is actually reliable and any decision can be challenged. It remains wise to reflect seriously on the State of relations deciding in what terms the notice must be notified.