In a decision of 19 March 2025, the French Supreme Court (“Cour de cassation”) made an interesting clarification: a gradual reduction of orders by a commercial partner, in the context of a particularly long notice period (35 months) that exceeds industry practice (10 months), does not constitute a brutal breach of established commercial relationship.
Introduction
Décathlon had been distributing electrostimulation products from Sport Elec for 23 years. In 2018, Décathlon announced a 15% reduction in its purchases, before terminating the contract with 35 months’ notice, accompanied by a gradual reduction in volumes until 2020.
Sport Elec sued Décathlon for brutal breach of an established commercial relationship, claiming that there had been a substantial change in terms and conditions during the notice period.
The Court of Appeal dismissed the claim, emphasizing the absence of economic dependence, the lack of specific investment, and the exceptional length of the notice period. The Court of Cassation (Com., 19 March 2025, no. 23-23.507) confirmed that the initial 15% reduction did not constitute a substantial change, and that the length of the notice period allowed for a gradual redeployment of the business.
Risks or effects
This decision accepts that a notice period may be modulated, provided that it is sufficiently long and that the changes remain limited. Furthermore, this case law encourages suppliers to be prudent: a gradual reduction in volumes, even over several years, may not be considered brutal if it occurs within the framework of a notice period deemed reasonable.
Conclusion
This decision is a reminder of the importance of taking into account the overall context of the conditions of the termination, which was sanctioned under the former article L.442-6, I, 5° of the French Commercial Code.
Article by Loi & Stratégies (France).
