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Your contracts and your general terms set the balance of power with your partners. Better that you should be the one writing them.
In a lasting business relationship, the contract is rarely of any use while all goes well. It becomes decisive on the day one of the two wants out, wants to change the prices or to cut the volumes — that is, at the moment when it is too late to renegotiate it.
We draft and negotiate the distribution, franchise and supply contracts of businesses in the region, and step in when the relationship deteriorates or a consumer brings a complaint.
The basis of commercial negotiation, general terms set the price, the time limits, late-payment penalties, the transfer of risk and the limitation of liability. Drafted by you, they prevail; left to the other side, it is the customer’s that are imposed on you.
Selective distribution, exclusive distribution, dealership, commercial agency: each form carries different obligations and different end-of-contract compensation. Commercial agency status in particular gives a right to substantial compensation that is often overlooked.
The pre-contractual disclosure document, the know-how passed on, royalties, territorial exclusivity, the non-affiliation clause: we act for franchisees and franchisors alike, with particular attention to compliance with the pre-contractual waiting period.
An established business relationship may be ended only with sufficient notice, assessed by reference to its length and the dependence it has created. Abrupt termination, even where the contract allows it, makes its author liable.
Between businesses as much as towards consumers, certain clauses are deemed unwritten: those that create a significant imbalance. We audit standard contracts before litigation reveals them.
The guarantee of conformity, the warranty against hidden defects, information obligations, cancellation periods in distance selling: breaches are also sanctioned administratively, without a trial.
Price reduction announcements, environmental claims, customer reviews, cold calling: inspections by the fraud control authority have intensified, and the penalties are published.
Poaching staff, copying the get-up of a product, disparagement, diverting custom: the action requires no proprietary right, only a fault and a loss to be established.
The right moment
General terms drafted before the first contract govern the whole relationship. The same terms, written after the first unpaid invoice, apply to none of the contracts already signed.
The subject is the same. It is when it is dealt with that makes the cost.
How we work
You set out the situation, we say frankly whether we are the right people and what the work would involve. No commitment at this stage.
It describes what is done, what is not, the basis on which fees are calculated and the timetable. Nothing starts without your written agreement.
One lawyer holds your file; each question is dealt with by whichever of us handles it every day. You have only one person to call.
Formalities, filings, deadlines: the firm takes over and keeps you informed until the file is closed.
Frequently asked questions
Only if they were brought to the other party’s attention before the contract was concluded and accepted by them. A mention on the back of an invoice issued after the order is not enough. Where the customer’s purchasing terms conflict with your terms of sale, the answer depends on the order and the form of the exchanges.
It is assessed in the light of the length of the relationship, the volume of business, economic dependence and the practice in the sector. A short contractual notice period does not necessarily protect you: the court may hold that a longer one was required. A statutory ceiling now exists to secure terminations accompanied by sufficient notice.
Yes, save for gross misconduct, unjustified resignation or assignment of the contract. Practice often takes two years of gross commission, but the amount is open to argument. It is the main reason why commercial agency status is fiercely disputed at the end of a relationship.
Yes, for any contract making a trading name or shop sign available with an undertaking of exclusivity or near-exclusivity. It must be handed over at least twenty days before signature or before any sum is paid. Its absence or its inadequacy allows the contract to be set aside.
Between businesses, yes, within certain limits: the clause cannot deprive the essential obligation of its substance, nor cover gross negligence or wilful misconduct. Towards a consumer, most limitations are deemed unwritten.
Where a proprietary right exists — a trade mark, a design or a patent — an infringement action is the most effective route. Failing that, an action for unfair competition or free-riding requires a fault and a likelihood of confusion to be shown, which is prepared by building a dated file of evidence.
Yes, as regards their fairness: the origin of the reviews, how they are checked and whether any are removed must be stated. Publishing fake reviews or selectively deleting negative ones amounts to a misleading commercial practice.
Practice areas involved
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