Abrupt Termination of Established Business Relations: The Paris Court of Appeal Reaffirms the Requirement for Concrete Evidence of Commercial Disengagement

The Paris Court of Appeal recognized that the commercial relationship between ORAPI and LPK constituted an “established relationship” within the meaning of Article L. 442-6, I, 5° of the French Commercial Code, given the existence of a stable and regular business flow since 1999. The documents produced – including invoices and customer account statements – were found sufficient to demonstrate the existence of a sustained commercial relationship.

Despite a gradual decline in turnover between 2016 and 2018, LPK failed to establish proof of any significant withdrawal of activity or clear intention from ORAPI to end the business relationship. The drop in order volume, spread over nearly three years and representing only a minor share of LPK’s overall activity, was deemed insufficient to establish even a partial sudden termination.

The Court noted that ORAPI had justified the decrease in business by internal reorganizations, changes in product lines, and unilateral price increases by LPK. Since LPK could not demonstrate any abrupt disengagement or actual damage, its claim for sudden termination was rejected, and the lower court’s judgment was upheld.

This decision illustrates that courts continue to give significant weight to the substance of commercial relationships, rather than merely their formal appearance.