The concept of force majeure justifying the termination of established business relationships without notice

The penalty for the abrupt termination of established business relationships is set forth in Article L442-1 II (formerly Article L442-6, I, 5°) of the Commercial Code, which provides: “Any person engaged in production, distribution, or services who abruptly terminates, even partially, an established business relationship without providing written notice that takes into account, in particular, the duration of the business relationship, in accordance with commercial practices or interprofessional agreements, shall be liable and required to compensate for the resulting damage.”

This provision is a matter of public policy, and any contractual clause limiting or excluding its application is deemed null and void.

Since Ordinance No. 2019-359 of April 24, 2019, this remedy has been subject to a cap on the notice period of 18 months. Thus, the same article provides that “in the event of a dispute between the parties regarding the duration of the notice period, the party terminating the relationship cannot be held liable for an insufficient notice period provided that it has complied with an eighteen-month notice period.” ”

This order also repealed the provision of the former Article L442-6, I, 5°, which provided for the automatic doubling of the notice period in the event of the termination of commercial relationships involving products sold under a private label.

Article L442-1, II, paragraph 4 provides that “The provisions of this Section II do not preclude the right to terminate without notice in the event of the other party’s failure to perform its obligations or in the event of force majeure.”

Regarding non-performance, according to case law, the termination without notice of an established commercial relationship must be justified by a fault of such gravity as to make it impossible to maintain the commercial relationship, thereby justifying the unilateral and immediate termination of the contract (Court of Cassation, Commercial Chamber, May 24, 2011, No. 10-17844, March 27, 2019, No. 17-16548). This is particularly the case with recurring delays in the distributor’s payment for goods (=> read the article).

With regard to force majeure, in a ruling dated June 24, 2026, handed down in a case pitting Stanley Black & Decker France against its marketing service provider, the Court of Cassation clarified that the termination without notice of an established business relationship cannot be justified by a contractual clause relating to force majeure.

The facts of the case are as follows:

In 2015, Stanley Black & Decker France entered into several contracts with MGS Sales & Marketing to entrust the latter with the commercial promotion of its products.

The service agreement included a “force majeure” clause providing for termination without notice and without any compensation if the contract was suspended due to force majeure lasting longer than 30 days.
In 2020, pursuant to this contractual clause, Stanley notified MGS of the suspension and subsequent automatic termination of its contracts, on the grounds that the suspension of their performance—resulting from the lockdown measures imposed due to the COVID-19 pandemic—had lasted for more than thirty days. MGS sued Stanley for damages and compensation for wrongful termination, abrupt termination of established business relations, and wrongful obstruction.

The Paris Commercial Court (November 8, 2021) ordered Stanley Black & Decker France to pay MGS the sum of 61,092 euros, corresponding to two months’ notice, due to the abrupt termination of the business relationship. The court ruled that the application of the contractual force majeure clause exempted Stanley from the obligation to comply with the statutory notice period.

MGS, which generated 35.77% of its revenue from Stanley, appealed this judgment, arguing that the amount of damages awarded by the court was too low.
In its ruling of October 2, 2024, the Paris Court of Appeals held, in line with the trial court’s judgment, that the “force majeure” clause in the service contract applied in the event of lockdown measures. However, it adopted an interpretation more unfavorable to MGS than that of the trial court’s judgment, holding that, since the “force majeure” clause provides that when the performance of the contract is suspended for more than 30 days due to a force majeure event, the party unable to perform the contract may terminate it without notice and without compensation, Stanley is not required to compensate MGS. The Court thus overturned the first-instance judgment, which had awarded MGS the sum of 61,092 euros—corresponding to two months’ notice—on the grounds of an abrupt termination of the established business relationship, while upholding the other provisions of the judgment that had dismissed MGS’s remaining claims.

MGS filed an appeal against this ruling.

The argument presented to the Court of Cassation by MGS’s attorney can be summarized as follows:

– Force majeure, which permits the termination without notice of an established business relationship pursuant to Article L442-1 II, paragraph 4, of the Commercial Code, must meet the criteria for force majeure set forth in Article 1218 of the Civil Code.
– This article stipulates that, in order to unilaterally terminate a contract, it is necessary that the performance of the contractual obligations has become irrevocably impossible due to a case of force majeure.
– The provision in the contract between Stanley and MGS concerning force majeure allows for unilateral termination of the contract in the event that its performance is suspended for a period exceeding thirty days.
– Since this clause does not meet the criteria for force majeure set forth in Article 1218 of the Civil Code, the judgment rendered by the Court of Appeals—which permitted Stanley to unilaterally terminate the contract and sever the established business relationship without notice or compensation, based on this clause—must be overturned due to its violation of the provisions of Article L442-1(II) of the Commercial Code and Article 1218 of the Civil Code.

In its decision of June 24, 2026, the Court of Cassation held that, since the provisions of Article L 442-1, paragraph II, of the Commercial Code are a matter of public policy, the force majeure clause contained in the contract did not apply as written, and that, in order to determine whether an external event rendering the performance of the contract impossible constituted force majeure permitting the termination of the commercial relationship without notice pursuant to Article L 442-1, paragraph II, subsection 4, of the Commercial Code, the court is required to verify whether that external event met the conditions for force majeure set forth in Article 1218 of the Civil Code. The Court thus granted MGS’s request, overturned the Court of Appeals’ decision, and remanded the case to the Court of Appeals of Paris, with a different panel of judges.

This ruling established the principle that, in order to terminate an established commercial relationship without notice by invoking force majeure, it is imperative to satisfy the condition set forth in Article 1218 of the Civil Code, namely, the definitive impossibility of performing the contractual obligation.