#Business Introducer Agreement Lawyer in France

Business introduction looks like a simple growth tool, but it is legally tricky. As an innominate contract, it rests on freedom of contract, which gives the parties wide latitude but also exposes them to two recurring risks: uncertainty over payment of the commission and recharacterisation as a commercial agency agreement. We assist principals and business introducers in making these agreements legally sound.

Who we act for

We advise businesses that pay introducers to grow their activity, as well as the introducers themselves, whether individuals or companies. The principal wants to pay only for business actually introduced, without slipping into an unwanted protective status; the introducer wants certainty of being paid for its causal role. A clear contract serves both.

The nature of a business introducer agreement

Business introduction is not defined by any specific statute: it is an innominate contract governed by the general law of contract. Article 1103 of the French Civil Code (Code civil) states that “contracts lawfully formed have the force of law for those who made them”. The introducer’s role is, in principle, limited to putting two parties in contact; it does not negotiate on behalf of the principal. This limit is essential.

The risk of recharacterisation as a commercial agent

The main risk is recharacterisation. Article L134-1 of the French Commercial Code (Code de commerce) defines the commercial agent as “an agent who, as an independent professional (…) is responsible, on a permanent basis, for negotiating and, where applicable, concluding contracts (…) in the name and on behalf of” a principal. If the introducer negotiates on a lasting basis on behalf of the principal, it may be recharacterised as a commercial agent and claim the protective status, including the end-of-contract indemnity. The drafting must therefore strictly confine the role to making introductions.

Protecting payment of the finder’s fee

The introduction commission must be defined without ambiguity: the triggering event (introduction, signature of the deal, receipt of payment), the basis, the rate, and how long the right to commission lasts for recurring business. The contract must also organise proof of the introducer’s causal role, which is a condition of its entitlement. A vague mechanism is the main cause of disputes.

Proving the introduction

Between traders (commerçants), a commercial act may in principle be proved by any means (Article L110-3 of the Commercial Code): emails, exchanges, documented introductions and the history of the deals can establish the introduction. The difficulty lies less in having a written document than in showing concretely the link between the introducer’s involvement and the deal concluded. Documenting each introduction from the outset helps protect payment.

Exclusivity, duration and non-compete

A business introducer agreement benefits from setting out how it works over time. Is the introduction exclusive for a territory, a sector or a list of prospects? Does the right to commission cover only the first deal or also the recurring business generated by the same introduced client? For how long? Left vague, these questions fuel the most frequent disputes. A non-compete or non-solicitation clause may be included, provided it remains proportionate in its purpose, duration and geographical scope; otherwise it risks being ineffective.

Business introducers and regulated activities

In some sectors, business introduction touches on regulated activities: intermediation in banking transactions, insurance, real estate transactions or financial investments. A mere introduction may then fall under a regime requiring a specific status, a registration or an authorisation. A poorly calibrated introducer agreement can expose the parties to sanctions and to the nullity of the remuneration. It is therefore essential to check, upfront, that the intended introduction activity does not fall within a regulated framework imposing specific obligations.

Key points to watch

• Confine the role to making introductions, with no power to negotiate, to avoid recharacterisation.
• Define precisely the triggering event and the duration of the right to commission.
• Organise proof of the introducer’s causal role.
• Provide for exclusivity, or its absence, and for a proportionate non-compete.
• Anticipate what happens to deals in progress when the contract ends.

How we work

• Drafting business introducer agreements and making them legally sound.
• Preventing the risk of recharacterisation as a commercial agent.
• Structuring commissions and the proof supporting them.
• Recovery of unpaid commissions.
• Litigation over recharacterisation and termination.

Frequently asked questions

Can a business introducer claim an end-of-contract indemnity?

Not in principle, unless it is recharacterised as a commercial agent because it negotiated on a lasting basis on behalf of the principal (Article L134-1). Hence the importance of the drafting.

Does a business introducer agreement have to be in writing?

It is not a condition of validity between professionals, but a precise written agreement is strongly recommended to set the commission and the proof of the introduction.

Checklist for a business introducer agreement

• Confine the role to making introductions, with no power to negotiate.
• Define the triggering event, the basis, the rate and the duration of the right to commission.
• Organise proof of the introducer’s causal role at the time of each introduction.
• Calibrate exclusivity and non-compete in a proportionate way.
• Check that the activity does not fall within a regulated framework (banking, insurance, real estate, finance).
• Provide for what happens to deals in progress when the contract ends.

Is the finder’s fee due on future business with the same client?

Only if the contract says so: without a clause organising recurring commissions, the right to commission may be limited to the first deal. This point must be stipulated expressly.

Can an introducer work for two competitors?

Yes in principle, unless there is an exclusivity or non-compete clause. Without one, the introducer remains free, which may surprise a principal who did not anticipate it.

What happens if no written contract was signed?

An introduction agreement can exist without a written document, but everything becomes a matter of proof: the agreement on the commission and the introducer’s causal role must be shown. The lack of a written document weakens the introducer’s position and fuels disputes over the amount due.

Official sources

• Article L134-1 of the French Commercial Code, definition of the commercial agent: Légifrance (in French)
• Article 1103 of the French Civil Code, binding force of contracts: Légifrance (in French)

Every situation is different and we make no promise of outcome. To make a business introducer agreement legally sound, our lawyers in business contract law assist you.