Business law
Penal clause: how can the judge moderate its excessive amount?
The penalty clause is a key contractual tool, but its amount can be excessive and
June 11, 2025
Expertise encompassing sales contracts, distribution contracts, partnership agreements, general terms and conditions for e-commerce, and much more.
Commercial law is a branch of law dedicated to relations between companies (BtoB). It concerns acts of (i) distribution, (ii) production and (iii) services.
This area of law is essential for ensuring fair trade transactions, protecting stakeholders and regulating economic exchanges.
Commercial law also covers aspects of competition, bankruptcy and commercial litigation.
Its mastery is crucial to sound and compliant business conduct in an increasingly globalized commercial environment.
My involvement begins with the analysis and drafting of sales contracts or General Terms and Conditions. This includes assistance in negotiating terms, reviewing clauses, and ensuring that agreements are fair, clear and compliant with regulations (French Commercial Code, etc.).
Support in setting up and managing distribution contracts, general terms and conditions, service contracts, partnership agreements, including franchising, commercial agency, commissioning, depot-sales contracts, etc.
My role is to ensure that these contracts respect both your business interests and current regulations.
I'm involved in drafting and negotiating IT contracts, ensuring compliance with legislation specific to the IT sector, as well as the protection of intellectual property rights and personal data.
I'll guide you in drawing up and reviewing insurance contracts, ensuring that all clauses and conditions are clear, fair and in line with legal requirements.
I make sure that the contract covers and secures your specific activities.
I take charge of drafting confidentiality clauses or specific confidentiality agreements (NDA), essential for protecting sensitive information in business relationships or during negotiations.
My expertise covers the creation of General Terms and Conditions of Sale (GTCS) and General Terms and Conditions of Purchase (GTCP), in particular for e-commerce websites, ensuring their compliance with consumer law and other applicable regulations.
I can help you draw up partnership and preference agreements, ensuring that they clearly reflect the agreements and intentions of the parties while respecting the legal framework.
I can advise and support you in setting up surety deeds, guaranteeing their validity and legal effectiveness.
I offer strategic advice on the most appropriate form of distribution and/or sales for your company, including BtoB and BtoC sales contracts.
In the event of disputes relating to the performance of commercial contracts, I represent you and defend your interests, seeking amicable solutions or defending you before the courts in matters such as breach of commercial relations, unfair competition, contractual non-performance, etc.
Sanctions in commercial law are highly dependent on the subject matter.
They include :
These sanctions underline the importance of legal compliance to ensure fair and secure business practices.
The penalty clause is a key contractual tool, but its amount can be excessive and
The law applicable to online gaming is complex and has a variety of sources.
The general terms and conditions of sale (GTCS) for business customers are a legal document.
A commercial contract must include key elements to be valid and enforceable. These include the precise identification of the contracting parties, a detailed description of the goods or services exchanged, the terms of payment, and the terms of delivery or performance.
It's also important to include clauses on dispute resolution, termination conditions, and penalties for non-compliance.
It is advisable to have the contract reviewed by a lawyer to ensure compliance with applicable legislation and to protect your interests.
In the event of a commercial dispute, a lawyer will help you assess the situation, advise you on your rights and options, and represent your interests during negotiations or in court.
The lawyer can help find an amicable solution or prepare a solid defense for trial, drawing on a thorough understanding of commercial law and relevant legal precedents.
The aim is to resolve the dispute efficiently, while minimizing the negative impact on your business.
Brutal severance of an established commercial relationship can have serious legal consequences.
The aggrieved party may claim damages for loss suffered as a result of failure to give sufficient notice.
The courts will assess the length of the relationship, the notice given, and whether or not the termination was justified.
Documenting communications and respecting contract terms, including termination clauses, are essential to avoid or minimize these risks.
To protect your interests in a distribution or franchise agreement, it's crucial to have clear clauses on the rights and obligations of each party.
This includes payment terms, territorial exclusivities, marketing obligations, and termination conditions.
It is also important to negotiate protective clauses in the event of non-compliance, such as penalties or early termination rights.
Having the contract reviewed by a specialist lawyer helps you identify and mitigate potential risks.
When selling products or services to consumers, you must comply with strict legal obligations.
This includes providing clear and accurate information on products/services, respecting consumers' right of withdrawal, and complying with legal warranties of conformity.
It is also imperative to comply with regulations on the protection of personal data and unfair commercial practices.
Failure to meet these obligations can result in fines, litigation and damage to your company's reputation.
