Cette
page en français 
This page in French
Madame Claudine Serre
Director
French American Chamber of Commerce
104, rue Miromesnil
75008 Paris
Paris, 9 December 2002
JWP/JM
Dear Ms. Serre:
During our recent meeting, you raised the issue of the legal problems which American companies could encounter is seeking a French agent or distributor in France and you noted that one of the services of the Chamber was to assist such American companies.
Our offices in Paris and New York do counsel American principals and French agents and distributors with a view to avoiding costly errors and litigation.
One of the traps for the unwary is French Law 91-593 of 25 June 1991 which governs the rights and duties of commercial agents providing services in France. One of the principal goals of this law is to protect the weak agent from the overbearing and unreasonable principal, be such principal French or foreign. To achieve that end, the law provides for the payment of an indemnity by the principal to the agent, if the principal terminates the relationship without cause.
French case law provides roughly comparable protection of French exclusive distributors.
Certain American companies have sought to opt out of the French system by adding to their contracts with their French agent or distributor a choice of law and choice of forum. While such contract provisions may pass muster under American law, there is now a growing body of European Union and French case law which may render such a subterfuge subject to attack. Accordingly, overconfidence in imposing an American adhesion contract can be risky.
Warning for French Exporters
A number of our French clients have requested that we prepare distribution contracts and agency agreement to be used with their agents and distributors outside the European Union and have specifically asked that the contracts be governed by French or Belgian law. Each time, we have told the client that such choice of law provision would be detrimental to the principal's interests and have urged that appropriate law of another county of one of that of one of the 50 States of the United Stated of America be considered so as to avoid or limit the indemnity issue.
If you should have any questions with respect to the issues discussed above, please do not hesitate to call me.
Sincerely yours,
Avocat à la Cour / Attorney at Law
| DISCLAIMER
The information provided here and on the other pages linked hereto is intended for educational purposes only, and is not legal advice. Particular situations require particular analyses that can only be provided by legal professionals who specialize in the relevant fields and who know all the details of a situation. Also, a presentation such as this does not establish the attorney-client relationship that is necessary in any rendering of legal advice. Finally, one should be aware that the law is a chameleon-like beast that changes its colors frequently, and what holds good today may be reversed by tomorrow. The comments herein should then be read in that light. |
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