{"id":520,"date":"2024-11-19T14:26:07","date_gmt":"2024-11-19T14:26:07","guid":{"rendered":"https:\/\/azzi-legal.com\/?page_id=520"},"modified":"2025-09-03T09:07:44","modified_gmt":"2025-09-03T09:07:44","slug":"competition-and-contracts","status":"publish","type":"page","link":"https:\/\/azzi-legal.com\/en\/our-expertise\/competition-and-contracts\/","title":{"rendered":"Competition and contracts"},"content":{"rendered":"
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Competition and contracts<\/h1>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
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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.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Unfair competition <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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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.<\/p>

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.<\/p>

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.<\/p>

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<\/u> 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.<\/p>

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.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Buying a business <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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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.<\/p>

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.<\/p>

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.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Non-performance of a contract <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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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.<\/p>

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.<\/p>

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.<\/p>

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.<\/p>

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.<\/p>

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.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Abrupt termination of commercial relationship <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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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).<\/p>

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.<\/p>

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.<\/p>

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.<\/p>

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.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Each party is free to enter into a contractual commitment and to define the content of its rights and obligations.<\/p>

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\".<\/p>

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).<\/p>

Each of these prohibitions is subject to certain common conditions, but also to specific conditions established in part by the case law.<\/p>

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 g\u00e9n\u00e9rale de la concurrence, de la consommation et de la r\u00e9pression des fraudes - Directorate-General for Competition, Consumer Affairs and Fraud Control).<\/p>

It is defined as the fact, for any person engaged in production, distribution or service activities, of \"\u00a0obtaining 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\u00a0<\/em>\"(art. L.442-1 c.com.).<\/p>

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.<\/p>

Examples of clauses sanctioned by the courts include the following:<\/p>