BUSINESS LAW
Commercial debt collection: the establishment of quasi-automatic enforcement in the absence of a dispute
Law No. 2026-307 of April 23, 2026 – Simplified procedure for the collection of uncontested commercial debts
(Preparatory work: National Assembly, Private Member’s Bill, TA No. 271, Apr. 10, 2026)
Against a backdrop of persistent pressure on corporate cash flow and a steady increase in inter-company payment defaults, the legislature is continuing it toward simplifying and dejudicialising the recovery of commercial debts. Traditional mechanisms, in particular the payment order procedure, are now not considered sufficiently efficient to deal with the growing volume of uncontested claims.
The Act of 23 April 2026, published in the Official Journal on 24 April 2026, introduces an independent procedure for the recovery of certain, liquid and due commercial debts arising from business-to-business invoicing, without any monetary threshold. It is based on a central idea: where the debtor does not contest the claim within the prescribed time limit, this silence is treated as the starting point of enforcement.
The procedure follows a strictly structured sequence. The procedure is initiated with a formal demand for payment served by a judicial officer, setting forth the origin and amount of the debt. From the date of this document, the debtor has one month either to comply or to contest the claim. Any dispute terminates the simplified procedure and redirects the case to the courts. If no objection is raised, and after a minimum period of eight days following the expiration of the deadline, a report of non-contestation is drawn up by the judicial officer.
This report serves as the basis for an enforceable title issued by the clerk of the commercial court, following a review limited to the procedural regularity and compliance with deadlines. The merits of the claim are expressly excluded from this stage. The enforcement order must then be served within six months, failing which it becomes void, with costs borne by the debtor.
The scope of the reform is broad, covering all commercial claims arising from invoicing between professionals, provided they are certain, liquid and due. However, the legislature excludes disputes presenting legal or factual complexity that would require a substantive assessment of the contractual relationship.
What lessons can be drawn from this reform?
The reform clearly shifts the role of the judge in debt recovery proceedings. Judicial intervention is now essentially residual, as it only comes into play where the debtor actively contests the claim. In practice, silence becomes the decisive factor, triggering a quasi-automatic enforcement mechanism.
The effectiveness of recovery now depends less on litigation itself and more on the quality and rigour of the initial formal demand. Failing to respond within one month may, in practice, produce effects close to an implicit acknowledgment of the debt, effectively initiating a near-automatic enforcement mechanism.
More broadly, the reform illustrates the legislature’s clear intention to simplify and accelerate the handling of uncontested commercial debts. In practice, claims that are not disputed are now intended to be processed quickly and efficiently, while the courts are expected to intervene only where a real disagreement exists between the parties.
CIVIL PROCEDURE
A new instrument for undisputed commercial debts through the simplified recovery procedure
Court of Cassation, Civil Chamber 2, April 16, 2026, n°23-12.123, Published in the Bulletin
A company, suspecting acts of unfair competition committed by a former employee, filed an application under Article 145 of the Code of Civil Procedure seeking authorization to carry out investigative measures on the premises of the employee’s new employer. A preliminary order was granted, allowing a judicial officer to enter the premises, conduct searches and seize data from various digital devices, including the employee’s personal computer, mobile phone, and email account. The measures were executed in November 2021.
Following the execution of the order, the employee and his new employer applied for interim relief seeking its annulment and the return of the seized materials. They argued, in particular, that the petition and the order had not been properly served and that the departure from the adversarial principle had not been sufficiently justified, especially given the intrusion into private life.
The Court of Appeal upheld their claims and set aside the order. On the one hand, the Court underlined that an irregularity affecting the manner in which the copies of the documents were served, and, on the other hand, accessing to the personal digital devices of an employee is a disproportionate infringement of its privacy.
The company appealed before the Court of Cassation.
The Court of Cassation was therefore asked to determine : whether an irregularity in the service of the order (like the failure to specify the exact status of the recipient) and the intrusion into the employee’s private life through access to personal digital devices, were capable of invalidating an investigative measure in futurum where there existed a genuine risk of evidence disappearing ?
The High Court quashed the appellate decision on the basis of Articles 145, 495, and 496 of the Code of Civil Procedure, as well as Article 8 of the European Convention on Human Rights (ECHR).
- Regarding the delivery of the copy
On the question of service, the Court adopts a pragmatic and result-oriented approach. It held that the requirements of Article 495 are satisfied as long as the petition and the order are effectively communicated to the party concerned before the investigative measures are carried out and that the recipient is placed in a position to review them, regardless of the exact capacity in which they were received.
The Court thus adopts a practical and functional approach to the formal requirements attached to orders on motion: the validity of the service does not depend on the precise capacity in which the documents were received, whether as a natural person or legal representative, but rather on the effectiveness of the information provided
- The Legitimacy for the Intrusion into Private Life
With regard to the interference with private life, the Court recalls that where investigative measures concern an employee’s personal digital devices, the individual must be regarded as the person targeted by the measure within the meaning of Article 495(3) CPC, interpreted in light of Article 8 ECHR.
However, it confirms that such interference may be justified where it is provided for by law, pursues a legitimate aim like in this case, for the prevention and proof of unfair competition, and remains proportionate.
The Court further emphasises the specific nature of digital evidence. Given its highly volatile character, as data can easily be altered or deleted, the use of ex parte proceedings and derogations from the adversarial principle may be justified to preserve evidence effectively.
What lessons can be drawn from this decision?
This ruling confirms the approach now adopted by the Court of Cassation regarding in futurum investigative measures : the use of the ex parte procedure remains permissible whenever there is a concrete risk of evidence being lost, a risk that is particularly pronounced in the presence of digital data. The High Court also adopts a functionalist approach to the formal requirements applicable to the service of the order on motion.
This decision therefore confirms the Court of Cassation’s current approach toward investigative measures in futurum: ex parte proceedings remain admissible whenever there is a concrete risk of evidence disappearing, particularly in cases involving digital data. This ruling illustrates the Court’s preference for a substantive and pragmatic assessment of procedural requirements applicable to the order on motion: in matters involving digital evidence, effectiveness and preservation of proof take precedence over strict formalism.
COMPETITION / DISTRIBUTION
Transfer of business: the indivisibility of a trademark license and a distribution agreement is not sufficient to ensure their transfer
Court of Cassation, Commercial Chamber, February 18, 2026, n°23-23.681
The case arose in the context of a commercial relationship concerning Charentaise slippers. In December 2016, a company holding several trademarks for Charentaise slippers entered into two separate contracts with a distributor:
- a trademark license;
- a selective distribution agreement.
The parties had clearly stated that these contracts formed a single contractual whole.
A few years later, the trademark-holding company was subject to a divestiture plan followed by judicial liquidation. The assets, including the trademarks, were acquired by a new company. Assuming that the trademark licence and the distribution agreement had been transferred together with the trademarks, the distributor brought proceedings against the transferee seeking continuation of the contractual relationship.
The Bordeaux Court of Appeal rejected the claim, holding that neither the selective distribution agreement nor the trademark licence had automatically been transferred to the purchaser.
The distributor filed an appeal with the Court of Cassation.
The question before the Court of Cassation was therefore : whether the transfer of a business including trademarks automatically entails, in the absence of an express clause, the transfer of both a selective distribution agreement and a trademark license that the parties had described as forming an “indivisible whole” ?
The Commercial Chamber dismissed the appeal and reaffirmed a clear distinction between contracts linked to the operation of a business.
On the one hand, a trademark license, which is treated as an agreement allowing the commercial use of intellectual property rights, generally follows the business upon transfer, in accordance with Article L. 142-2 of the Commercial Code.
On the other hand, contracts concluded for the purposes of operating the business, such as a selective distribution agreement, are not automatically transferred to the purchaser. Their transfer requires both an express contractual provision in the transfer deed and the consent of the contracting parties, pursuant to Article 1216 of the Civil Code.
However, in this case, the Court noted that the deed of transfer contained no clause providing for the assignment of the distribution agreement.
More significantly, the Court draws the consequences of the indivisibility clause : since the distribution agreement had not been transferred, the trademark license, which was contractually linked to it, could not be transferred independently either. In practical terms, the indivisibility clause created a domino effect: because the distribution agreement could not be transferred, the trademark licence, which was contractually tied to it, could not survive independently either.
What lessons can be drawn from this decision?
This ruling is a useful reminder that the transfer of a business does not automatically extend to all contracts connected with its activity. Particular attention must be paid to distribution, partnership, and supply agreements, they remain subject to ordinary rules of contract assignment and require an expressly organized transfer.
The decision also highlights the potentially significant consequences of indivisibility clauses. By formally linking several contracts together, the parties create a structural dependency and a domino effect: if one contract cannot be transferred, the entire contractual set-up may fall with it.
From a practical perspective, this case underlines the importance that during an asset sale or acquisition transactions of carefully identifying contracts attached to the business and anticipating their transferability. Otherwise, an acquirer may find itself holding the trademarks without the contractual framework needed to exploit them effectively.
COMPETITION / DISTRIBUTION
Allocation of organic brands among distribution channels: the Competition Authority sanctions an anti-competitive agreement by object
Press release from the Competition Authority, April 16, 2026
Between 2010 and 2020, the organic products market experienced particularly significant growth with consumption increasing from €3.7 billion in 2010 to €13.2 billion in 2020.
Over the same period, large food retailers (“GSA”) progressively strengthened their position in this market and gradually became the dominant distribution channel for organic products, competing directly with specialized organic retailers (“GSS”).
In this context, the National Union of Specialized Organic Product Distributors (“Synadis Bio”) implemented, starting in 2016, a collective strategy aimed at preventing the sale of the same organic product brands in both distribution channels.
The investigation showed that this strategy was first discussed internally within the trade association before being formalised in internal regulations adopted in 2018. Synadis Bio explicitly expressed its intention to prevent large retailers from “undercutting organic prices”, with the stated objective of preserving the positioning of specialised retailers by limiting price comparability between distribution channels.
In practice, this organization of the market led to significant price divergences, sometimes close to 30%, for identical products depending on the distribution channel. The Competition Authority also found that several operators actively participated in the implementation of this strategy, including Greenweez, Les Comptoirs de la Bio, and ITM Entreprises.
The question before the Authority was therefore: whether a trade association may lawfully organize the allocation of organic product brands between different distribution channels in order to avoid price competition between distributors?
The Competition Authority answered in the negative and characterized the conduct as a single, complex, and continuous anti-competitive agreement aimed at allocating brands of organic product among distribution networks. It further recalled that conduct restricting competition by its very object constitutes an infringement as such, without any need to demonstrate its actual effects on the market.
In its view, the mechanism at stake was specifically designed to restrict competitive pressure between distributors and to prevent consumers from comparing prices for identical products across different sales channels.
The Authority imposed total fines amounting to €12.67 million, allocated as follows :
- €10 million euros against Synadis Bio;
- €1.85 million against Greenweez, jointly and severally with Carrefour SA;
- €740,000 against ITM Entreprises, jointly and severally with Les Mousquetaires;
- €80,000 against Les Comptoirs de la Bio.
Finally, the Authority underlined that this decision marks one of the first applications of the revised Article L. 464-2 of the French Commercial Code. Under this reform, the maximum fine applicable to a trade association may be calculated based on the basis of the worldwide turnover of all its members, up to a limit of 10% of that amount.
What lessons can be drawn from this decision?
Through this decision, the Competition Authority firmly reiterates that a trade association cannot serve as a vehicle for coordinating practices designed to limit competition between distribution channels. Even when framed as a means of preserving market balance, such coordination may fall squarely within the scope of competition law prohibitions.
Preventing the sale of the same products across multiple distribution channels to avoid price comparability constitutes an anti-competitive agreement by object. In other words, the mere anti-competitive purpose of the practice is sufficient to establish the violation, without the need to demonstrate its concrete effects on the market.
This case also illustrates the considerable reinforcement of the sanctions regime applicable to professional associations. Since the reform of Article L. 464-2 of the Commercial Code, the Authority can now calculate the fine incurred by a trade association based on the cumulative global turnover of its members, significantly increasing the financial risk. In practical terms, the decision serves as a warning: internal rules, recommendations or coordinated strategies adopted within professional associations must be carefully designed to avoid any form of market partitioning or indirect price coordination that could distort competition.
