Abrupt termination: Paris Court of Appeal clarifies the notion of “foreseeable stability” in commercial relationships

(Paris CA, May 29, 2024, No. 21/18048)

📉 The Paris Court of Appeal rejected the existence of an “established commercial relationship” under Article L. 442-1, II of the French Commercial Code. It held that such a relationship must be stable, ongoing, and foreseeably durable, which excludes short-lived but high-volume activity.

📄 The supplier failed to prove any binding commitment (volume obligations, exclusivity, etc.) that would justify the expectation of continued business. The framework agreement merely set general terms of reference and did not constitute proof of a predictable commercial flow.

💰 The Court also dismissed the supplier’s claim for reimbursement of year-end rebates (RFA – Ristournes de Fin d’Année), holding they were legitimate volume-based price reductions, not prohibited listing fees. The rebates were proportionate to actual business volumes and were therefore lawful.