What does French contract law read into your template?
Rules you cannot write away, and a judge who reads for intention. Once French law governs your contract, the French Civil Code (Code civil) as reformed in 2016 applies, and some of its articles hold whatever your template says.
When French law governs an English-language contract
Between businesses, you choose the law of your contract; without a choice, article 4 of the Rome I Regulation designates, for example, the seller’s law for a sale of goods. That choice, the overriding mandatory rules and the cases where French is required are covered in the chapter on which law governs your contracts.
The contract articles of the Civil Code come from ordonnance n° 2016-131 of 10 February 2016, in force since 1 October 2016; contracts concluded before that date remain subject to the former law (article 9 of the ordonnance, checked November 2026).
Good faith, and a judge who reads for intention
Each party is at liberty to contract and to set the content of the contract, but not to derogate from rules of public order (article 1102 of the Civil Code), and a contract lawfully formed binds its parties (article 1103). Contracts are negotiated, formed and performed in good faith, a provision of public order (article 1104): no clause sets it aside.
A contract is interpreted according to the common intention of the parties rather than the literal meaning of its terms (article 1188). In doubt, a standard-form contract is read against the party that proposed it (article 1190), but clear and precise clauses are not interpreted (article 1192): define your terms and state the purpose in the recitals.
What do you owe before signing, and when are you bound?
Good faith, the information that matters to the other side’s consent, and discretion. You are bound once an acceptance reaches the offeror.
Negotiations and the duty to inform
Starting, conducting and breaking off negotiations is open to each party, in good faith. A fault engages liability, but the damages cannot compensate the loss of the benefits expected from the contract not concluded, nor the loss of a chance to obtain them (article 1112).
A party that knows information of decisive importance for the other’s consent must disclose it where the other legitimately does not know it or relies on its counterparty (article 1112-1). Information is decisive when it has a direct and necessary link with the content of the contract or the status of the parties; the duty does not cover the estimate of the value of the performance.
Confidentiality, NDAs and trade secrets
Even without an NDA, a party that uses or discloses without authorisation confidential information obtained during the negotiations is liable (article 1112-2). An NDA in France fixes what is confidential, who may see it and for how long; a confidentiality clause survives the termination of the contract that contains it (article 1230).
A trade secret, under the French Commercial Code (Code de commerce), is information not generally known or readily accessible to those familiar with that type of information, with commercial value because it is secret, and subject to reasonable protective measures by its lawful holder (article L151-1). Write the NDA with that third condition in mind.
Offer, acceptance, signature and proof
An offer contains the essential elements of the contract and the will to be bound if accepted; otherwise it is an invitation to negotiate (article 1114). Silence is not acceptance, unless the law, usage, business relations or particular circumstances say otherwise (article 1120), and the contract is concluded when the acceptance reaches the offeror (article 1121).
Validity requires consent, capacity and a lawful and certain content (article 1128): check who signs for the company in the French business register. An electronic document has the evidential force of paper if its author is identified and its integrity preserved (article 1366), and an electronic signature is a reliable identification process linked to the act (article 1367).
Against traders, commercial acts are proved by any means unless the law provides otherwise (article L110-3 of the Commercial Code). Online orders and general terms are in the guide to terms and conditions in France.
Which clauses of your template does French law rewrite?
Seven of the usual ones, and each still works in France within limits written in the Civil Code.
| Your template clause | What French law does | Article |
|---|---|---|
| Limitation of liability | Deemed unwritten if it deprives the essential obligation of its substance; foreseeable damage only, save gross or wilful fault | 1170, 1231-3 |
| Force majeure | Defined by law; suspends performance, or ends the contract if the impediment is definitive | 1218 |
| Hardship | Renegotiation, then the judge, unless the party accepted the risk | 1195 |
| Termination for breach | By the clause, by notification at your own risk, or by the judge | 1224 to 1228 |
| Duration and renewal | No perpetual commitment; a renewal is a new contract of indefinite duration | 1210 to 1215 |
| Limitation period | Five years; one to ten by agreement, except for sums payable periodically | 2224, 2254 |
| Liquidated damages | Read as a penalty clause, which the judge may moderate or increase if manifestly excessive or derisory | 1231-5 |
Liability caps and the essential obligation
Any clause that deprives the debtor’s essential obligation of its substance is deemed unwritten (article 1170): a cap so low, or an exclusion so wide, that the main promise carries no sanction is the clause at risk. In a standard-form contract, a non-negotiable clause creating a significant imbalance is also deemed unwritten (article 1171).
Without an effective cap, the debtor owes only the damages foreseeable when the contract was concluded, unless the failure results from gross or wilful fault (article 1231-3), and even then only the immediate and direct consequence of the failure (article 1231-4). Translate “consequential damages” with those two notions.
Force majeure and hardship
Force majeure is an event beyond the debtor’s control, not reasonably foreseeable when the contract was concluded, whose effects cannot be avoided by appropriate measures, and which prevents performance (article 1218). A temporary impediment suspends performance unless the delay justifies termination; a definitive one ends the contract as of right. Check each event your template lists against that definition.
Hardship is an unforeseeable change of circumstances that makes performance excessively onerous for a party that had not accepted to bear the risk. That party may ask for renegotiation, performing meanwhile; failing agreement within a reasonable time, the judge may revise or end the contract (article 1195). A clause by which a party accepts the risk takes it outside the article: decide which way yours goes.
Duration and renewal
Perpetual commitments are prohibited (article 1210). An open-ended contract can be ended at any time with the agreed notice or, failing that, reasonable notice (article 1211), and no one can demand the renewal of a fixed-term contract (article 1212). An extension agreed before expiry prolongs the same contract (article 1213); a renewal, including a tacit one when the parties keep performing after the term, creates a new contract of indefinite duration (articles 1214 and 1215). Say which one your clause means.
What can you do when the other side does not perform?
Five, combinable where they are compatible: withhold or suspend your own performance, demand performance in kind, reduce the price, terminate, and claim damages, which can always be added (article 1217, checked November 2026). Most of them start with a formal notice, the mise en demeure.
The diagram sets out the five remedies, each with its condition and articles, and marks those that need a formal notice first.
Suspend, enforce or reduce the price
You may refuse to perform, even an obligation that is due, if the other party’s failure is serious enough (article 1219), or suspend ahead where it is manifest that it will not perform and the consequences are serious enough for you, notifying the suspension promptly (article 1220).
After a formal notice, you may demand performance in kind, unless it is impossible or its cost for a debtor in good faith is manifestly disproportionate to its interest for you (article 1221), or have it performed yourself, within a reasonable time and at a reasonable cost, and claim the cost from the debtor (article 1222). For an imperfect performance you have not yet paid, you may notify promptly a proportional price reduction; once you have paid, failing agreement, you ask the judge (article 1223).
Terminate, then claim damages
A termination clause names the obligations whose breach ends the contract and operates after an unanswered formal notice that mentions it expressly, unless agreed otherwise (article 1225). Without one, you may terminate by notification for a sufficiently serious failure, at your own risk, after a formal notice except in urgency; the debtor may challenge it in court, where you prove the seriousness (article 1226). The judge may always be asked to terminate (article 1227).
Damages are due for non-performance or delay unless force majeure prevented performance (article 1231-1), and, unless the failure is definitive, only after a formal notice to perform within a reasonable time (article 1231).
Is a non-compete clause valid in a French contract?
The Civil Code has no general article on it. Two regimes are written in the Commercial Code; elsewhere, the Cour de cassation requires the restriction to be proportionate.
Two regimes written in the Commercial Code
For a commercial agent in France, the clause is in writing, covers the agent’s territory and, where relevant, its group of clients, and the type of goods or services it represents, and lasts two years at most after the end (article L134-14).
In retail networks, once a contract within article L341-1 ends, a clause restricting the former operator’s commercial freedom is deemed unwritten (article L341-2), unless the party relying on it proves four cumulative conditions: competing goods and services; limited to the land and premises the operator worked from; indispensable to protect substantial, specific and secret know-how transmitted; one year at most after the end.
“Retail” can also cover services to individuals, such as an estate agency (Cour de cassation, Commercial Chamber, 5 June 2024, n° 23-15.741).
Elsewhere, a proportionate restriction
A contractual stipulation that restricts the freedom to work and to do business is lawful only if proportionate to the legitimate interests to be protected, given the subject of the contract; the Cour de cassation applied this to a non-solicitation clause between competitors (Commercial Chamber, 27 May 2021, n° 18-23.261, under the former article 1134). Limit the clause by activity, territory and duration.
An employee’s non-compete is a separate regime, set by the courts, not covered here.
How long do you have to act, and before which court?
Five years for most contract claims, adjustable by contract between one and ten, and the court the parties chose, if the clause meets its conditions.
Five years, adjustable within limits
Personal actions prescribe five years from the day the holder of the right knew or should have known the facts allowing it to act (article 2224 of the Civil Code), as do obligations arising from trade between traders or with non-traders, unless a shorter period applies (article L110-4 of the Commercial Code).
The parties may shorten or extend the period, but not below one year nor beyond ten (article 2254), except for actions for payment of anything payable yearly or at shorter periodic terms. With a consumer, the period cannot be changed at all (article L218-1 of the French Consumer Code, Code de la consommation).
Choosing the court
Within France, a clause departing from the rules of territorial jurisdiction is deemed unwritten unless agreed between parties who all contracted as traders and stated very conspicuously in the commitment of the party it is invoked against (article 48 of the French Code of Civil Procedure, Code de procédure civile).
Where the parties, whatever their domicile, choose the courts of a Member State, those courts have jurisdiction, exclusively unless agreed otherwise, if the agreement is in writing or evidenced in writing, or follows their practices or a widely known usage of international trade; a durable electronic record counts as writing (article 25 of Regulation (EU) No 1215/2012, Brussels I bis). The clause is independent of the other terms and survives termination (article 1230).
When does a lawyer make the difference?
Before you sign with a template written for another law, and when the other side stops performing.
Four points worth a conversation
- The template. Liability cap, force majeure, hardship and renewal, in the Code’s terms.
- The negotiation. What you must disclose, and an NDA built on article L151-1.
- A failure to perform. The formal notice, the remedy to use first, the termination letter.
- The dispute. The limitation period and a choice of court that holds.
Concord reviews and drafts commercial contracts under French law, US and UK templates included. If you have a contract to sign, or a counterparty that has stopped performing, tell us about the contract. The other questions a foreign business meets with French clients are in the guide to doing business in France.