Reference decision: cc • No. 23-23.507 • 2025-03-19 • View decision →
Imagine: you are a trader in Dax, specialising in the sale of electrical equipment. For fifteen years, you have supplied a large national group. One day, you are told that the relationship is going to end, but you are given a notice period of nearly three years – an unusually long time. You are reassured: you have time to find new business. Except that, from the first year, your orders drop by 15%. Then again the following year. Is this legal? Can the supplier reduce its orders during the notice period it has granted you? This question, which may seem technical, has very concrete consequences for hundreds of traders in the Landes region and elsewhere.
The Court of Cassation, in a judgment of 19 March 2025 (no. 23-23.507), has just provided an answer that is generating debate: yes, it is possible, under certain conditions. The stakes are high because the abrupt termination of an established commercial relationship (Article L. 442-1, II of the Commercial Code) is penalised by often very high damages. But here, the Court considered that the supplier had acted correctly. Analysis.
But then, how can you avoid finding yourself in this situation? What should you do if you are on the other side, the one suffering the reduction in orders? This article explains everything, with concrete examples from our region, within the jurisdiction of Mont-de-Marsan. Maître Cécile Zakine, a lawyer specialising in property and land law, gives you the keys to understand and act.
The facts: a story that happens every day
The case involves the company Sport Elec, a distributor of electrical equipment based in the Landes, and a major national supplier, which we will call 'ÉlecFournisseur'. Since 2002, the two companies had maintained a regular commercial relationship: Sport Elec placed orders, ÉlecFournisseur fulfilled them. But in 2016, the supplier decided to reorganise its network and announced to Sport Elec that it was ending their collaboration. However, to allow its partner to adapt, it granted a notice period of thirty-five months, nearly three years. This is very long: in this sector, professional customs (usual practices of companies in the same field) generally provide for a maximum notice period of twelve months. Sport Elec was therefore warned from the outset: it had 35 months to find new outlets.
But then: from the first year of the notice period, ÉlecFournisseur reduced its orders by 15% compared to the previous year. The following year, another reduction. Sport Elec considered itself the victim of a partial abrupt termination: according to it, the supplier could not change the terms of the relationship during the notice period, unless it compensated it. It sued ÉlecFournisseur for damages. The Commercial Court of Mont-de-Marsan, then the Court of Appeal of Pau, ruled in its favour? No. The Court of Appeal dismissed its claim, holding that the 15% reduction was not a substantial modification and that the length of the notice period was so long that it compensated for the reduction. Sport Elec appealed to the Court of Cassation.
The Court of Cassation had to decide: does an exceptionally long notice period allow the supplier to reduce its orders without being considered at fault? Answer on 19 March 2025.
The reasoning of the court — dissected
The legal basis is Article L. 442-1, II of the Commercial Code, which penalises the abrupt termination of an established commercial relationship, even partial (e.g. a significant reduction in orders). But the law provides that the termination is not abrupt if sufficient notice has been given. Here, the notice period was 35 months, well above customary practice (12 months). The question was: could the supplier, during this notice period, reduce orders?
The Court of Cassation answers yes, but on two conditions: 1) the notice period is particularly long (more than two years above customary practice); 2) the party terminating the relationship informed the victim from the outset that it would not maintain the previous conditions beyond the first year. In this case, ÉlecFournisseur had indeed warned Sport Elec from the announcement of the termination that orders would gradually decrease. The 15% reduction in the first year was not substantial: it did not disrupt Sport Elec's business. And the total length of the notice period (35 months) allowed Sport Elec to adapt.
This reasoning is a confirmation of previous case law (Cass. com., 15 September 2021, no. 19-23.540), but with an important clarification: the Court specifies that this is a 'particular circumstance' that authorises the supplier to reduce orders. In short, it is an exception, not a general rule. If the notice period had been only 18 months, the 15% reduction would likely have been considered abrupt.
However, note: the Court does not say that the supplier can reduce its orders to zero overnight. The reduction must be non-substantial and gradual. Here, 15% per year was acceptable. But 50%? The answer would have been different.
What this means for you — practically
This decision has practical implications for all those in a commercial relationship: suppliers, distributors, but also, by analogy, landlord owners and commercial tenants. Let's take concrete examples.
For the supplier (party terminating the relationship): If you need to terminate a relationship with a long-standing partner, you can grant a very long notice period (well beyond customary practice) and gradually reduce your orders, provided you clearly inform the partner from the outset. Example: in Parentis-en-Born, a supplier of car parts terminates a 20-year contract with a garage. It grants 24 months' notice (customary practice: 6 months) and informs the garage that orders will decrease by 10% per year. This is valid, according to this judgment.
For the distributor (victim of the termination): If you receive a very long notice period, do not fall asleep! You must immediately seek new customers. The reduction in orders during the notice period may be legitimate if it is announced and not abrupt. If the notice period is standard (12 months), a 15% reduction would likely be abusive. Do not assume that conditions will remain unchanged. Act quickly.
For the commercial landlord: By analogy, if you give notice to your tenant (e.g. for repossession), you must respect a notice period. If you grant a very long notice period (e.g. 24 months instead of 6), you might perhaps be able to increase the rent gradually? The decision does not say so, but the reasoning could apply. To be monitored.
If you are in this situation, you must check: the length of the notice period compared to the customs of your profession; whether the reduction in orders (or other modification) was announced; whether it is substantial or not. A specialised lawyer can help you assess your case.
Four tips to avoid this type of dispute
- Document professional customs: Before granting a notice period, find out about the usual lengths in your sector (trade union, market studies). A too short notice period is risky; too long also, as it may justify reductions in orders.
- Inform in writing from the outset: If you wish to change the terms during the notice period, specify this in the termination letter. Mention the planned reductions (percentage, duration). The written document is your best evidence.
- React immediately if you are the victim: As soon as you receive a notice period, even a long one, do not assume that everything will continue as before. Diversify your customers. If orders decrease without written notice, consult a lawyer quickly (limitation period: 5 years).
- Assess the substantial nature of the reduction: A 15% reduction may be non-substantial for a diversified company, but catastrophic for a small trader. Consider your turnover, your dependence. If the reduction jeopardises your business, challenge it.
Further analysis: related case law and developments
This decision is part of a line of recent judgments that relax the obligations of the party terminating the relationship. For example, in a judgment of 15 September 2021 (no. 19-23.540), the Court of Cassation had already held that a 24-month notice period (against 6 months customary) allowed for the reduction of orders. Here, it confirms and specifies that the modification must be non-substantial.
On the other hand, in a judgment of 10 March 2021 (no. 19-18.369), the Court penalised a 30% reduction in orders during a 12-month notice period (customary: 6 months), holding that the reduction was abrupt. The difference? In the latter case, the notice period was not 'particularly long' (only double the customary practice, compared to nearly triple here).
The trend is therefore towards flexibility for the supplier who grants a very long notice period, but vigilance remains necessary. In the future, judges may clarify what constitutes a 'non-substantial modification' (threshold of 15%? 20%?). In the meantime, each case is examined on its own merits.
What you absolutely must remember
FAQ:
- Can my supplier reduce its orders during the notice period it has granted me? Yes, if the notice period is exceptionally long (well above customary practice) and it warned you from the outset. The reduction must not be substantial.
- What should I do if I suffer an unannounced reduction? Consult a lawyer. You may be able to obtain damages for partial abrupt termination.
- What is the minimum notice period? No fixed period in the law; it depends on the customs of the profession, the length of the relationship, etc. Generally, 6 to 12 months for a long-standing relationship.
- Can I challenge a 15% reduction? It depends on the context. If the notice period is standard (12 months), yes. If it is very long (35 months), no, according to this judgment.
Besoin d'un conseil personnalisé ? Contactez Maître Zakine — première consultation 30 min à 45€.
Checklist if you are a victim: 1) Check the length of the notice period compared to customs. 2) Check whether the reduction was announced in writing. 3) Assess the impact on your turnover. 4) Consult a lawyer within 5 years.
Are you in a similar situation? A 30-minute initial consultation with Maître Zakine (€45) can save you months of proceedings – and often much more. Book an appointment →
