The firm draws on its expertise in economic law, competition law and European law to advise you on drafting and negotiating your company's strategic contracts, and to defend you in any difficulties you encounter with a competitor or business partner.
Unfair competition occurs when a company engages in illegal practices that are contrary to the rules of fair trading and respect for the law, with the object or effect of harming a competitor or even driving it out of the market altogether.
It can take the form of several types of manoeuvre, in particular acts to disorganise a competitor (including the diversion of customers and the unfair poaching of employees), parasitism or denigration.
This unfair competition may be organised by a former employee, a former associate, a commercial partner (supplier, distributor, commercial agent, etc.) or any other third-party company.
The lawyer's procedural strategy will play a central role in ensuring that the perpetrator of the practices is condamned to compensate the harm suffered by the victim company. The major challenge in these actions often centres on proving the unfair acts. To do this, the lawyer must carefully examine the client's documentation, advise him or her and activate the appropriate procedural levers to gather any missing evidence.
If the lawyer advises the alleged perpetrator of the unfair competition practices, he will work with him to establish the appropriate litigation strategy depending on whether or not the practices are real, the evidence held by the alleged victim and any negotiating levers.
Buying a business is a strategic legal and economic operation that involves the buyer in a long-term commitment. It involves a meticulous analysis of a wide range of factors, including the commercial lease, customer base, turnover, employment contracts, administrative authorisations, as well as any debts and securities likely to affect the business. Without support, there is a considerable risk of disputes or unpleasant surprises.
Hiring a lawyer to help you buy a business ensures that every stage of the transaction is secure. The lawyer carries out a preliminary legal audit, drafts and negotiates the deed of sale, and ensures that the legal formalities are complied with (advertising, registration, informing creditors). His role is also to protect the buyer from the lessor, creditors and tax authorities.
The assistance of a lawyer ensures that the sale of a business complies with the law, limits the risks and protects the investment. A true strategic partner, the lawyer ensures the success of the transaction and the legal security of the buyer's future business.
Contracts between companies contain a series of obligations, some of which are minor, while others are essential to the satisfaction of one or other of the parties.
When one of these essential obligations is not performed by a party to the contract, or is performed incorrectly, this can result in considerable financial damage for the party affected.
In some cases, a formal notice may allow the situation to be rectified and the contractual relationship to continue. In other cases, non-performance is too serious and can only lead to termination of the contractual relationship.
However, the affected party must be very careful. French law, and the contract itself, provide a very strict framework for the conditions under which non-performance may lead to termination of a contract.
The lawyer must help the victim to take the necessary precautions. Failure to do so could result in the victim committing a fault in the termination that would directly engage his liability.
As for the party responsible for the breach of contract, the lawyer must help it to put in place a litigation strategy that will enable it to avoid being condemned, or that will reduce the amount of the condemnation as much as possible.
French law considers that two companies have an "established commercial relationship" when they have had an ongoing contractual relationship for a certain period of time (generally several years, although this varies depending on the sector and the level of investment required).
However, even when the commercial relationship is going well, the occurrence of new frictions or certain unforeseen events can suddenly call into question the interest of this relationship and lead one of the parties to terminate the relationship without notice, or with insufficient notice.
Sudden termination can have serious financial consequences for the other party, particularly if the relationship was the main source of turnover, or if significant material investments had been made to continue the relationship.
However, the victim may be able to obtain compensation by holding the person who terminated the relationship civilly liable. The lawyer must examine the client's file to determine whether or not there is an established relationship and to assess the loss that can be compensated.
When, on the other hand, the lawyer intervenes to defend the party who has terminated the contract, he must examine whether or not an established relationship exists, as well as all the causes likely to justify the termination, such as force majeure or the non-performance of an obligation by the other party.
Each party is free to enter into a contractual commitment and to define the content of its rights and obligations.
However, French law does have some control over the content of the contract, and in particular over the overall balance between the rights and obligations of the parties, through the concept of "significant imbalance".
Under certain conditions, significant imbalance is prohibited by the Commercial Code for transactions between traders (art. L.442-1 of the Commercial Code), by the Consumer Code for contracts concluded with consumers (unfair terms under art. L.132-1 of the Consumer Code), and finally by ordinary law, which can be invoked by any litigant, whether a trader or a consumer (art. 1171 of the Civil Code).
Each of these prohibitions is subject to certain common conditions, but also to specific conditions established in part by the case law.
As regards the significant imbalance punishable under the French Commercial Code, this is a prohibition of public policy punishable as a "practice restricting competition", including by fines. It can therefore be the subject of action at the initiative of the public prosecutor's office embodied by the DGCCRF (Direction générale de la concurrence, de la consommation et de la répression des fraudes - Directorate-General for Competition, Consumer Affairs and Fraud Control).
It is defined as the fact, for any person engaged in production, distribution or service activities, of " obtaining or attempting to obtain from the other party an advantage for which there is no consideration or which is manifestly disproportionate to the value of the consideration given "(art. L.442-1 c.com.).
The significant imbalance may be identified when the contract is concluded, or during attempted negotiations (for example, when the contract is renewed), with the perpetrator of the practice taking advantage of the fact that the other party is in a position of considerable dependence on the contract.
Examples of clauses sanctioned by the courts include the following:
Since practices of significant imbalance are rarely recognised when the public prosecutor does not initiate the legal action, the injured party needs the expert advice of a lawyer to succeed, in particular to put an end to the practices and obtain compensation for the damage suffered.
It should also be remembered that the prohibition of significant imbalance has been described by French judges as a "loi de police", which makes its application mandatory in international contracts involving one or more French parties, even when the contract is expressly subject to foreign law.
Developing a commercial activity often requires you to sign a commercial lease to operate the premises.
A commercial lease is a contract under which an owner (lessor) makes premises available to a trader, craftsman or manufacturer (lessee) for the purpose of carrying on a professional activity. Under French law, it is governed by articles L. 145-1 et seq. of the Commercial Code and is based on rules that protect the lessee, often referred to as the "status of commercial leases". In particular, this status guarantees a right to renew the lease (under certain conditions) and imposes a minimum term of 9 years, although the lessee may terminate every three years ("3-6-9" lease).
Rents may be revised, but increases are governed by the commercial rent index (ILC). At the end of the lease, if the lessor refuses to renew the lease, he may be required to pay an eviction indemnity, unless there are serious and legitimate grounds for doing so. Clauses relating to the purpose of the premises, recoverable charges and subletting must be carefully negotiated to avoid disputes.
Hiring a lawyer is highly recommended to ensure these aspects are secure. They can draft or check the lease to protect their client's interests, ensure compliance with legal rules and anticipate potential disputes. A lawyer is also essential in the event of a dispute, particularly for negotiating compensation or defending your client in a dispute over rent review or renewal. Their in-depth knowledge of the law and case law ensures that commercial leases are managed in the best possible way.
Anti-competitive practices are very specific practices, prohibited by Articles L.420-1 and L.420-2 of the French Commercial Code.
They include anti-competitive agreements, abuse of a dominant position and abusively low prices.
A company may find itself in difficulty as a result of the market practices of another company, often without even knowing that the practices in question are illegal and constitute anti-competitive practices.
Anti-competitive practices are complex to define and recognise.
Anti-competitive agreements are any agreement or concerted action whose purpose or effect is to prevent, restrict or distort competition.
Examples include companies agreeing on prices or production quantities, sharing markets or customers, exchanging confidential or strategic information, boycotting one or more companies, etc.
Abuse of a dominant position refers to any practice by a dominant operator on the market which consists of preventing a competitor from developing or entering the market, or even excluding it from the market.
This can take the form of exclusivity agreements (e.g. exclusive supply obligations), tying or bundling, loyalty rebates, refusal to deal, predatory pricing or margin squeezing.
When a company is a victim of this type of practice, the lawyer must put in place a strategy that will put an end to the practice as quickly as possible and, if there has been damage, obtain compensation for that damage before the commercial court.
Negotiating and drafting contracts are crucial stages in any business relationship, as they help to formalise the commitments between the parties and prevent disputes. A well-drafted contract clearly sets out the obligations of each party, deadlines, payment terms, liability clauses and dispute resolution mechanisms. In the event of ambiguity or omission, disputes can quickly arise, jeopardising the contractual relationship or the performance of obligations.
Negotiation is an essential phase in defending the interests of each party and striking a satisfactory balance. It requires an in-depth understanding of the legal, commercial and strategic issues at stake. As for drafting, it must be precise, rigorous and comply with legal requirements, because a poorly drafted contract may be deemed unenforceable or lead to unforeseen legal consequences.
Hiring a lawyer is essential to ensure the security of these stages. A lawyer can anticipate risks, ensure compliance with applicable laws, and propose clauses tailored to the specific needs of the parties. In the event of a dispute, a well-drafted contract makes it much easier to defend the client's rights.