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FRANCE
Abrupt termination of an established commercial relationship: enforceability of the jurisdiction clause
Paris Court of Appeal, 21 January 2026, n°25/09364
By a judgment dated 21 January 2026 (No. 25/09364), the Paris Court of Appeal reaffirmed the principle that a jurisdiction clause is enforceable in an international dispute, including where the dispute arises from the abrupt termination of an established commercial relationship.
In this case, a French distributor complained that a German supplier had abruptly terminated a distribution agreement.
The distributor brought proceedings before the Rennes Commercial Court and sought compensation for the abrupt termination of the established commercial relationship pursuant to Article L.442-1, II of the French Commercial Code.
The German supplier challenged the jurisdiction of the French courts on the basis of the jurisdiction clause giving exclusive jurisdiction to German courts.
Both the Rennes Commercial Court and the Paris Court of Appeal upheld the German supplier’s position and dismissed the French distributor’s claim.
The Paris Court of Appeal first recalled that jurisdiction was to be determined, in the present case, pursuant to Brussels I bis Regulation No. 1215/2012, since the dispute concerned a commercial matter and involved a defendant domiciled in another Member State.
The Court then examined the validity of the jurisdiction clause.
The French distributor claimed that the clause was null and void because it had been imposed on it and constituted a significant imbalance within the meaning of Article L.442-1, I, 2° of the Commercial Code.
However, the Court quite logically held that the validity of the jurisdiction clause contained in the agreement had to be assessed, pursuant to Article 25 of the Regulation, under the law of the courts designated by the clause, namely German law in the present case, irrespective of the fact that the French provisions relied upon by the plaintiff, whether as regards the merits of the dispute or the validity of the clause, constituted overriding mandatory provisions (Court of Cassation, First Civil Chamber, 18 January 2017, No. 15-26.105, and First Civil Chamber, 2 April 2025, No. 23-12.384).
And under German law, the jurisdiction clause was valid.
The French distributor further challenged the applicability of the jurisdiction clause to the dispute on two other grounds:
- first, it argued that its claim was tortious in nature and that the jurisdiction clause was therefore unenforceable against it;
- second, it contended that the scope of the clause was limited to disputes relating to “the contractual provisions or their breach concerning the validity of the agreement” and therefore did not extend to disputes relating to the termination of the agreement and the abrupt termination of the established commercial relationship.
In response, the Partis Court of appeal held that Article 25 of the Regulation governing jurisdiction clauses draws no distinction between contractual and tortious claims. The applicability of the clause depends solely on the scope that the parties intended to confer upon it.
The Court therefore examined the wording of the clause, in accordance with well-established case law.
In the present case, the clause was drafted as follows: “In the event of controversy or claims arising out of or in relation to any provision of this Agreement or the breach thereof or in connection with the validity of this Agreement (…) the dispute shall be finally settled by the competent courts in [city], Germany, which shall have exclusive jurisdiction.”
The Court noted that the wording of the clause was sufficiently broad to apply to the dispute, since the dispute concerned the termination of the commercial relationship and several provisions of the agreement contained stipulations regarding the term of the agreement and its termination.
The Court therefore confirmed the lack of jurisdiction of the French courts in favor of the German courts.
This ruling serves as a reminder that it is particularly difficult to circumvent a jurisdiction clause in an international contract, as courts generally give effect to the parties’ intention as expressed in their agreement.
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