Key points
- Ending an established commercial relationship requires sufficient written notice within the meaning of Article L.442-1, II, of the French Commercial Code (Code de commerce); otherwise, the party ending it incurs liability.
- The abrupt termination claim stands on its own: it exists even without a framework agreement, as long as a regular, stable and lasting flow of business is established.
- Complying with the contract’s clauses is not enough: a termination that follows the contract can still be held abrupt if the notice is too short given the length of the relationship.
- The length of notice is assessed case by case according to the length of the relationship; the statute sets no automatic scale.
- Eighteen months’ notice is a safe-harbour cap that protects the party granting it, not a reference period systematically required.
Ending a distribution relationship looks simple when the contract provides a right to terminate. The legal reality is more demanding. Beyond the contract, the Commercial Code penalises the abrupt termination of an established commercial relationship, whether or not the agreed clauses were followed. Delisting a supplier, ending a lasting flow of business or even a sudden drop in volumes may be treated as abrupt termination if it happens without sufficient written notice. The risk is not theoretical: it results in an order to compensate the loss caused by the abruptness of the termination, not by the termination itself. Terminating safely therefore means reasoning on two levels at once: the contract and the mandatory statutory rule. This article sets out the applicable framework, not a strategy tailored to a specific situation.
Every situation is different and depends on how long the relationship has lasted and on the circumstances of the termination. The analysis below must be applied case by case.
Delisting and abrupt termination: one and the same legal risk
Delisting means ceasing to list a supplier, and therefore ending a flow of business. Where that flow had a certain stability, stopping it suddenly amounts to terminating an established commercial relationship. The claim stands on its own: it exists even if the relationship was not formalised in a framework agreement.
The consequence is essential: strictly complying with the contract’s clauses does not remove the risk. A termination that follows the contract can still be held abrupt if the notice given is too short given the length of the relationship.
The legal basis: Article L.442-1, II of the French Commercial Code
Article L.442-1, II, of the Commercial Code makes a party liable for “abruptly terminating, even partially, an established commercial relationship, in the absence of written notice that takes into account, in particular, the length of the commercial relationship” (unofficial translation).
Three elements shape the provision. The termination must concern an established commercial relationship. It may be total or only partial. And it is the absence of sufficient written notice that triggers liability, not the decision to terminate. The right to end a relationship is therefore not in question: it is the way it is ended that is regulated.
What is an established commercial relationship under French law?
The concept is not the same as the existence of a contract. An established commercial relationship requires a regular, stable flow of business of a certain duration, which could legitimately lead the other party to expect it to continue. One-off, isolated orders do not necessarily fall into this category.
This classification is decisive: without an established relationship, the abrupt termination claim does not apply. It is assessed on the facts, case by case, based on the length, regularity and volume of the dealings.
Notice: sufficient length and safe-harbour cap
Notice must be in writing and of sufficient length, taking into account in particular how long the relationship has lasted. The statute sets no scale: the appropriate length depends on the circumstances, which rules out any automatic rule such as “one month per year of relationship”.
The legislature has, however, introduced a safe-harbour cap. Article L.442-1, II, states that “in the event of a dispute between the parties over the length of the notice, the party terminating the relationship cannot be held liable on the ground of insufficient notice if it has given eighteen months’ notice” (unofficial translation). This cap protects the party that grants long notice; it does not mean that eighteen months are always required. The relevant length is still assessed case by case.
When can a distribution agreement be terminated without notice?
Notice is not required in every circumstance. The same article provides that its provisions “do not prevent termination without notice in the event of non-performance by the other party of its obligations or in the event of force majeure” (unofficial translation).
Two situations therefore remove the need for notice: the partner’s failure to perform its obligations, which must be sufficiently serious, and force majeure. Relying on serious misconduct requires being able to prove it: a termination without notice based on a breach that is not sufficiently established exposes you to the risk of it being recharacterised as abrupt termination. Evidence and a clear record of the grievances are decisive here.
Points to watch
- Complying with the contract’s clauses is not enough: the abrupt termination claim stands on its own and is a matter of public policy.
- A partial termination, such as a sudden drop in volumes or partial delisting, may be caught.
- There is no notice scale: sufficient length is assessed case by case.
- Eighteen months’ notice is a safe-harbour cap, not a systematic reference period.
- Termination without notice for breach requires a sufficiently serious failure to perform, which must be documented.
When should you consult a lawyer?
A lawyer’s assistance is useful to calibrate notice before notifying a termination, to make a termination for breach legally sound, or to assess your exposure in the event of delisting. Once the termination has taken place, the issue moves to commercial litigation, whether you are bringing or defending the claim. Prevention, for its part, relies on drafting and reviewing commercial contracts and their termination clauses.
Every case deserves its own analysis: the answer depends on the facts, the length of the relationship and the applicable case law.
What the law says
Terminating a distribution relationship is not prohibited, but terminating it abruptly is. Article L442-1, II, of the Commercial Code makes a party liable for “abruptly terminating, even partially, an established commercial relationship, in the absence of written notice that takes into account, in particular, the length of the commercial relationship” (unofficial translation). The statute adds a safe-harbour cap: no liability can arise for insufficient notice once eighteen months’ notice has been given. Termination without notice remains possible in the event of non-performance by the other party or force majeure. Since Law no. 2026-796 of 18 August 2026, a substantial reduction in order volumes during the negotiation of a contract may also make its author liable where it undermines the balance of the relationship.
The length of notice is assessed in concreto: length of the relationship, economic dependence, specific investments. A sudden delisting without proportionate written notice therefore exposes you to a claim for damages, regardless of any fault in the decision to terminate.
Official sources
- Article L442-1, II, of the French Commercial Code, abrupt termination of established commercial relationships: Légifrance (in French)
Every situation is different. To organise or challenge the termination of a distribution agreement, our distribution law lawyers assist you.
