Sudden breach and call for tenders: Details from the Court of Cassation

The abrupt termination of commercial relations remains a sensitive issue for SMEs and mid-cap companies: premature notification or insufficient notice can result in liability. In a ruling dated December 3, 2025 (No. 24-15.734), the Court of Cassation provided welcome clarification on the assessment of the “established” nature of a commercial relationship when the collaboration has been punctuated by calls for tenders. Here, we analyze the facts, the legal framework, and the practical lessons for businesses.

I. The legal framework for abrupt termination

A. The applicable text

Article L. 442-1, II of the French Commercial Code penalizes any person engaged in production, distribution, or services for abruptly terminating an established commercial relationship without sufficient written notice, taking into account, in particular, the duration of the relationship, with reference to commercial practices or interprofessional agreements.

B. Key concepts reiterated by the Court

The Court reiterates that the stability of an “established” commercial relationship is assessed in terms of its duration, continuity, regularity, and significance. The fact that the relationship was preceded by calls for tenders or partially affected (withdrawal of a brand, occasional competition) is not sufficient to exclude its established nature if, for the most part, the relationship continued in a stable and regular manner.

Key point: competition or the loss of a sub-sector does not automatically make the relationship “precarious” if a substantial flow of business has continued in a consistent and stable manner.

II. The facts of the Lowe Strateus v. Olga (formerly Triballat) case

A. Contractual history

• ‍2005: first contract after a call for tenders, entrusting communication services for several brands (Sojasun, Vrai, Merzer, Petit Billy, and Sojade).‍
• 2010: second framework contract (effective January 1, 2010), duration 3 years, tacitly renewable each year with 6 months' notice; exclusivity of the service provider on five brands (addition of Sojade).‍
• 2014: tender limited to the Vrai brand, won by a third party; Lowe acknowledges the removal of Vrai from its scope.‍
• 2019: notice of termination effective March 31, 2020; the service provider argues that tacit renewal on January 1, 2020, was automatic in the absence of termination before June 30, 2019.

B. Summary of the proceedings

• French Commercial Court (Dec. 6, 2021): awards compensation for abrupt termination (€50,000); dismisses the claim for exclusivity.
• Paris Court of Appeal (March 27, 2024): finds that the relationship within the meaning of L. 442-1, II is not established due to the calls for tenders and the loss of the Vrai brand.
• ‍Court of Cassation (Dec. 3, 2025): partial cassation; criticizes the Court of Appeal for improper grounds for dismissing the established nature of the relationship between 2010 and 2019, when it noted the tacit annual renewal of four brands (Sojasun, Merzer, Petit Billy, Sojade). Referral to the Paris Court of Appeal, with a different composition, on the abrupt termination and costs/700 CPC.

III. The contribution of the December 3, 2025 ruling

What the Court says: the relevant period (here 2010–2019) must be specifically defined in light of four criteria (duration, continuity, regularity, significance). Previous events (2005/2009 calls for tenders) or partial competition (true in 2013) are not sufficient in themselves to neutralize the established nature of the relationship if the core of the relationship has continued on a consistent basis.

Operational impact for SMEs and mid-cap companies:

• Document the regularity of your orders/invoicing over the period in question.
• Show that, despite adjustments (loss of a segment or brand), the bulk of the flow has remained stable and significant.
• Secure your addenda: a tacit “acknowledgment” may be accepted by the courts.

Reference the ruling: Cass. com., December 3, 2025, No. 24-15.734 (ECLI:FR:CCASS:2025:CO00614).

A. The scope of the notice period and abruptness

Once the relationship has been characterized as “established,” the party terminating the relationship must give written notice allowing the other party to reorganize themselves in light of the duration and specific characteristics of the relationship. Failure to do so constitutes abruptness and gives rise to a right to compensation. The ruling does not determine the exact length of the notice period in this case (referral to the Court of Appeal with a different composition).

B. Handling of principal and subsidiary claims

The Court of Cassation confirms that, under the principle of disposition, the judge only examines the subsidiary claim if the main claim is rejected. In this case, the subsidiary claim for wrongful termination did not have to be decided since the main claim (abrupt termination) had been partially upheld at first instance; the Court of Appeal therefore did not fail to rule.

C. Exclusivity and tacit waiver

The Court of Appeal had accepted tacit acceptance of the removal of the Vrai brand from the contractual scope (participation in the tender, draft amendment of 2014), which the Court of Cassation did not censure: this is a matter for the sovereign assessment of the judges hearing the case. For SMEs and mid-cap companies, this serves as a reminder of the importance of formalizing changes and protesting in a timely manner in the event of a breach of exclusivity.

IV. Checklist for SMEs and mid-cap companies

A. Before considering termination: secure the notice period

• In writing: send a clear, dated notice by registered letter with acknowledgment of receipt.
• “Sufficient” duration: adapt to the number of years of the relationship, economic dependence, investments, and the specific nature of the services; document industry practices.
• Conditions of performance during the notice period: anticipate pricing and operational impacts; plan for a transition.

B. For the party undergoing the termination: prove the “established nature”

• Gather: contracts, amendments, invoices, purchase orders, turnover tables by product/brand, renewal emails.
• Highlight: continuity (no substantial interruption), regularity (frequency of operations), and significance (economic weight of the relationship).‍

In the case of a variable scope (multi-brand, multi-service):

• Segment the relationship: a partial loss (e.g., one brand) does not cause the entire relationship to disappear if the other segments continue in a stable and significant manner.
• Formalize departures: email exchanges or a draft amendment may be considered tacit waiver; be sure to reserve your rights in writing.

V. What the ruling confirms for SMEs and mid-cap companies

A. Summary of contributions

• Concrete and nuanced approach to the “established” relationship: previous calls for tenders and partial competition are not sufficient, in isolation, to exclude establishment if the core of the relationship has continued in a stable manner.
• Increased legal certainty: companies can rely on stable periods (e.g., 2010–2019) despite occasional changes to claim sufficient notice.
• Procedural discipline: structure your requests (main/subsidiary) carefully and do not rely on automatic examination of all claims.

B. Points to watch

• Systematic written record of renewals and scope adjustments.
• Anticipation: if you are considering a termination, calibrate the notice period to the specific situation (duration, dependence, investments) — otherwise your company may be liable for damages.

VI. Conclusion

The ruling of December 3, 2025 clarifies the approach of the Court of Cassation in assessing the established nature of a commercial relationship: it is not because a relationship began or was occasionally affected by calls for tenders that it loses its established nature, provided that, for the most part, it continued in a consistent, regular, and significant manner. SMEs and mid-cap companies must therefore document the actual stability of the collaboration and, in the event of a breakup, take care with the notification and notice period.

Need assistance in ending a relationship with a business partner? Contact the firm now to secure your rights.