In the dynamic world of business, the unexpected can often lead to significant challenges. 巴黎商事法庭最近于2023年11月15日作出的一项裁决(案件编号. 2022026332，费加罗报公司诉. 西南新闻出版公司, 为在法国经营的公司提供了重要的学习机会, 特别是关于"unforeseeability，如《菠菜台子集合》第1195条所述.
在11月15日的裁决中, 2023, the Paris 商业 法院 addressed a dispute involving Le Figaro Company and the South-West Press and Publishing Corporation, 案件编号为2022026332. The core issue revolved around the dramatic increase in paper and energy prices, which significantly escalated the cost of fulfilling a periodical supply contract. 尽管经济负担沉重, the court determined that the party experiencing the excessive cost could not seek a contract revision without proving that it had not agreed to assume such a risk.
This decision brings to light the conditions under which Article 1195 of the 民法 can be invoked. Article 1195 allows for a contract renegotiation if unforeseeable circumstances at the time of contract conclusion make execution excessively burdensome for a party that did not agree to bear the risk. 然而, 如果在合理的时间范围内没有达成协议, any party can request a judge to either adjust the contract or terminate it.
The case specifically dealt with several regional daily press (PQR) groups terminating their contracts in December 2022 with a national press company that had been supplying them with a television magazine since 2019. The national press company sought a retroactive price revision effective from January 1, 2022, 引用上述法律规定.
巴黎商事法庭驳回了这一请求, finding that the prerequisites for unforeseeability were not collectively met. 法院的理由如下:
- The claim was deemed admissible as the company had shown a genuine intention to negotiate a revision, 尽管最初试图对其客户征收新的利率. 此外, 因为索赔涉及2022年的账单, 在此期间，合同是有效的, 他们的终止无关紧要.
- Significant increases in paper prices (from 505 euros in December 2021 to 830 euros in July 2022), 乌克兰战争导致能源价格上涨, and shifts in consumer behavior towards print media were unforeseeable at the time the contracts were signed in 2019. 然而, the simultaneous departure of the regional press groups could not be considered unforeseeable since the contracts allowed for early termination, and this collective exit was a direct consequence of aligning the expiration dates of the contracts.
- The cost increase had indeed made contract fulfillment excessively burdensome for the press company, 经审计员确认, 谁注意到与2021年相比，价格上涨了80%以上. 尽管该公司在2022年的财务表现强劲, 这一事实仍然与合同的执行有关.
- 不过, it was not established that the press company had not agreed to bear the risks associated with changed circumstances. The contracts included a carefully adjusted indexing clause (with equal parts paper and energy) that had functioned as intended. The inability to pass on the price increases was due to the departure of the groups, and the press company had failed to include a clause that would allow for the retroactive application of these increases to clients who terminated their contracts, 从而承担后果.
This judgment is noteworthy as it highlights the three main conditions for applying Article 1195 of the 民法, 哪些只适用于10月1日以后签订的合同, 2016, 根据2月10日的2016-131号命令, 2016, 第九条. It marks the first known instance specifying that its application can be requested post-contract termination for a previous period.
对您业务的影响
The court’s decision highlights several key considerations for businesses operating in France:
Proactive Risk Management: Companies should diligently assess potential risks in their contractual agreements and consider clauses that provide flexibility in response to unforeseen events.
The Importance of Detailed Agreements: Contracts should be drafted to clearly define the terms and conditions, including any mechanisms for adjustment based on unforeseeable changes in circumstances.
参与诚信谈判:在诉诸法律行动之前, parties are encouraged to seek renegotiation with their counterparts in the spirit of good faith, as evidenced by the court’s consideration of the company’s initial negotiation attempts.
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在十大菠菜台子, we specialize in providing expert legal advice to companies navigating the complexities of the French legal system. 我们的团队是 精通合同法, 包括第1195条的适用, and is committed to helping our clients achieve fair and equitable solutions in their business dealings.
Whether you’re currently facing a contract dispute or seeking to proactively manage your contractual risk, 我们的律师会提供全面的支持. We believe in empowering our clients with the knowledge and legal strategies needed to thrive in an unpredictable business environment.
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如果您在法国的业务运营面临法律挑战, or if you seek to understand better how to protect your interests under French law, 我们邀请您在十大菠菜台子十大菠菜台子. Let us help you navigate your legal issues with confidence and strategic insight.
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法语律师ALARIS AVOCATS提供的信息(巴黎)