Selling, distributing or forming partnerships abroad multiplies legal risks. Governing law, competent court, enforcement of decisions: every international contract raises questions that domestic law does not settle. Our firm assists businesses in securing their cross-border transactions. Every situation is different: we tailor our analysis to your market and your partners.
What is international business law?
International business law governs commercial relationships between parties based in different countries. It combines international conventions, European Union law and national laws. Its central issue is anticipation: identifying, from the negotiation stage, the law governing the contract and the competent court or arbitrator in the event of a dispute.
A poorly framed international transaction creates uncertainty. Two national laws may claim to apply. Two courts may declare themselves competent. Our role is to remove these uncertainties through precise drafting of governing law and dispute resolution clauses.
International sale of goods: the Vienna Convention (CISG)
International sales often fall under the Vienna Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG). France approved it on 6 August 1982 and it has been in force there since 1 January 1988. This convention lays down uniform substantive rules that balance the obligations of the seller and the buyer.
The CISG is a default regime: it applies unless the parties agree otherwise. It governs sales between businesses and excludes, in particular, sales to consumers. We advise you on whether to apply it or exclude it, then draft your export terms of sale accordingly.
Cross-border contracts: distribution and market entry
International expansion relies on structuring contracts: distribution, commercial agency, franchise, joint venture. Each one binds the business over time and over a territory. We secure the sensitive clauses: exclusivity, targets, non-compete, intellectual property, exit from the contract.
The choice of governing law and of the language of the contract determines how it is performed. We ensure consistency between the governing law clause, the jurisdiction or arbitration clause, and the customs of international trade.
The status of the commercial agent shows why these checks matter. In several legal systems, the agent benefits from protective mandatory rules, notably an indemnity at the end of the contract. A clause claiming to derogate from them would be ineffective. We identify these mandatory rules of local law before signature, to avoid the contract being recharacterised, or costly litigation, when it is terminated.
Intellectual property deserves the same vigilance. Trademarks, know-how and licences must be protected in each target territory, because a right recognised in France is not automatically recognised abroad. We align your distribution contracts with your international trademark and patent filing strategy.
International arbitration
Arbitration is the preferred method of resolving international trade disputes. Under Article 1504 of the French Code of Civil Procedure (Code de procédure civile) (in French), “arbitration is international when it involves the interests of international trade”. Decree No. 2026-741 of 6 August 2026 amends this definition: for arbitral tribunals constituted on or after 1 January 2027, arbitration is international when it involves “international economic interests”. Articles 1504 et seq. of the Code of Civil Procedure set out its regime under French law.
Arbitration offers neutrality, confidentiality and easier enforcement of awards abroad. We draft your arbitration clauses, in particular when they refer to institutional rules such as those of the International Chamber of Commerce (ICC). We then represent you in the constitution of the arbitral tribunal and in the proceedings.
Jurisdiction and enforcement of judgments
Designating the competent court is as decisive as choosing the governing law. Within the European Union, jurisdiction and the circulation of judgments follow a harmonised framework that facilitates recognition of a judgment given in a Member State. Outside the Union, enforcement depends on bilateral conventions and local law, with markedly greater uncertainty.
This reality guides how clauses are drafted. A well-constructed jurisdiction clause steers the dispute towards a predictable forum. An arbitration clause, by contrast, bypasses state courts and relies on a broad network of conventions for the enforcement of awards. We advise you on the option most suited to the location of your partners and their assets.
Compliance and cross-border risks
International business adds layers of compliance. Economic sanctions, export controls, anti-corruption rules, protection of data transferred outside the Union: each of these regimes exposes the business to high risks, including criminal ones. A commercial transaction may be perfectly valid in contractual terms and yet unlawful under a sanctions regime.
We build these constraints in from the structuring stage. We audit your flows, your intermediaries and your destinations, then adapt your contracts and internal procedures. The aim is to combine commercial growth and legal certainty, without exposing directors to a liability that a clause could have prevented.
The role of our firm
We act in both advisory and litigation matters. Before any dispute arises, we audit your standard contracts and your cross-border flows. We draft governing law, jurisdiction and arbitration clauses. In the event of a dispute, we conduct the negotiation, the arbitration or the action before the competent courts, and we prepare the recognition of foreign decisions in France.
Negotiating an international contract
The negotiation phase determines the balance of the contract and its security. Pre-contractual documents, such as a letter of intent or a memorandum of understanding, must be handled with care: depending on their wording, they may bind the parties or have no binding force. Ambiguity on this point fuels disputes.
We set the framework for the negotiation from the outset: confidentiality, exclusivity of talks, timetable, conditions precedent. We ensure that each stage reflects the real intention of the parties and that the working language does not create a legal misunderstanding. This drafting work prevents a difference of interpretation from turning into a cross-border dispute.
Frequently asked questions
Which law applies to an international contract? If the parties have not chosen, the governing law is determined by conflict-of-laws rules, notably the EU Rome I Regulation for contractual obligations. We recommend expressly designating the governing law in the contract.
Does the Vienna Convention apply automatically? It applies to international sales of goods between businesses established in Contracting States, unless the parties exclude it. It is better to settle this point expressly in the contract.
Why choose arbitration rather than a state court? Arbitration ensures a neutral forum, confidentiality and easier enforcement of awards in many countries. It is provided for by an arbitration clause drafted with care.
Official sources
Law verified as at 5 October 2026.
- Article 1504 of the French Code of Civil Procedure (definition of international arbitration) – Légifrance (in French)
- Title II “International arbitration” (Articles 1504 to 1527) of the French Code of Civil Procedure – Légifrance (in French)
- United Nations Convention on Contracts for the International Sale of Goods (Vienna, 11 April 1980, CISG) – UNCITRAL / United Nations
Every situation is different: the information on this page is general and does not replace legal advice tailored to your case. The firm makes no promise of outcome; it commits to the means it deploys.
Related expertise in contracts and commercial law
- Business lawyer in Paris
- Non-disclosure agreement (NDA) lawyer
- Commercial lease lawyer
- Partnership agreement lawyer in Paris
- DGCCRF (French consumer and competition authority) lawyer (in French)
Further reading
- Is a business introducer liable for poor performance of the service? (in French)
- Business introducer or commercial agent: how to choose the right status
- Can a business introducer agreement be requalified as an employment contract?
- How can you prove the existence of an oral business introduction agreement? (in French)