Art. 4(1)
Under Rome I (Regulation (EC) No 593/2008), absent a choice of law a franchise is governed by the law of the country where the franchisee has its habitual residence — French law for a French network.
8 courts
Only eight designated commercial courts (and eight designated civil courts) may hear restrictive-practices claims under Article L 442-1 of the Commercial Code at first instance.
1 appeal
Every appeal in a restrictive-practices claim is concentrated in the Paris Court of Appeal; an appeal filed elsewhere is inadmissible.

Which law governs a French franchise: the two questions to settle

Any cross-border franchise raises two distinct questions that are easy to conflate and expensive to confuse. The first is which law governs a French franchise — the substantive law by which the contract is read, its clauses tested, and each party's obligations measured. The second is which court, or which arbitral tribunal, decides a dispute. The answer to one does not dictate the answer to the other: a French court can apply a foreign law, and a foreign court can be required to apply French mandatory rules. A franchisor entering France, and a candidate about to sign a French-language contract with a foreign head office, need to hold both questions apart and then see where they meet.

For a network operating in France the practical starting point is straightforward. Where the parties have chosen a law, that choice is respected. Where they have not, French law will usually govern the relationship with a French franchisee. And whatever law the parties choose, a defined set of French rules applies regardless — they cannot be contracted out of. On the forum side, jurisdiction over an ordinary contractual dispute follows the European rules on domicile and place of performance, but one important category of claim — restrictive commercial practices — is funnelled into a small number of specialised courts, with all appeals concentrated in a single court of appeal. A forum clause drafted without regard to that concentration can make a claim inadmissible.

How Rome I decides which law governs a French franchise

The law applicable to a franchise contract is determined by Rome I (Regulation (EC) No 593/2008) on the law applicable to contractual obligations. Rome I has universal effect: a French court applies it whatever the nationality of the parties and whether or not the designated law is that of a Member State. For a French court, it is the general body of private international law on contract. That is the first point a foreign franchisor should absorb — the analysis does not depend on the franchisor being European.

The governing principle is party autonomy. Under Article 3, the parties may choose the law that governs their contract, and that choice controls. Most franchise contracts drafted by a franchisor's counsel contain such a clause, and for a network operating in France it will very often designate French law. A balanced French franchise contract will state expressly that French law is the sole applicable law, precisely so that neither side can later argue about it.

Where the parties have made no choice, Rome I falls back on the characteristic performance of the contract. For distribution-type contracts the Regulation supplies a specific rule. Article 4(1) provides that, absent a choice made in accordance with Article 3, a distribution contract is governed by the law of the country in which the distributor has its habitual residence. A franchise is a distribution-type contract for these purposes. The consequence for a French network is direct: with no choice-of-law clause, a franchise agreement with a franchisee established in France is governed by French law, because the franchisee — the distributor — has its habitual residence in France.

Cross-border point

A foreign franchisor cannot assume its home law governs simply because it drafted the contract. Silence on choice of law hands the question to Article 4(1) of Rome I, which points to the franchisee's habitual residence. For a French franchisee, that means French law by default — the very law the franchisor may have been trying to avoid.

This makes the choice-of-law clause a deliberate decision rather than boilerplate. A franchisor that wants a law other than French to govern must say so, and even then must reckon with the mandatory rules examined in the next section, which apply irrespective of that choice.

French mandatory rules that override the law governing a French franchise

Choosing a foreign law does not switch off French law entirely. Rome I itself preserves the application of overriding mandatory provisions — in French terminology, lois de police. The Regulation defines such a provision as one whose observance a country regards as crucial for safeguarding its public interests, such as its political, social or economic organisation, to the point of requiring its application to any situation falling within its scope. When a rule qualifies, it applies whatever law the parties chose. It bites on the merits regardless of the choice-of-law clause.

Two categories matter for a franchise. First, the rules of competition law fall squarely within the definition; the anti-competitive-practices regime, including the framework of the Treaty on the Functioning of the European Union and Regulation (EU) 2022/720 of 10 May 2022, does not yield to a private choice of law. Second — and this is the point most often overlooked — the French pre-contractual disclosure obligation has been treated as an overriding mandatory provision. The Paris Court of Appeal has held that the disclosure law of 31 December 1989 (the loi Doubin, now Article L 330-3 of the Commercial Code) qualifies as a loi de police.

Disclosure applies whatever the chosen law

A franchisor recruiting a French franchisee cannot escape the disclosure obligation of Article L 330-3 by choosing a foreign law and a foreign forum. Treated as an overriding mandatory provision, the disclosure document must be delivered, in conforming form, before the contract is signed. A defective or missing disclosure document exposes the contract to annulment on the ground of vitiated consent, whatever the governing-law clause says.

The practical lesson is that the governing-law clause defines the default framework, not the outer limit of exposure. A franchisor operating in France remains bound by the disclosure regime and by competition law even under a foreign law; a franchisee should not be discouraged from raising a disclosure defect simply because the contract points to a foreign law. The scope and content of the disclosure obligation are addressed in our dedicated article on the pre-contractual disclosure document; here the point is jurisdictional — those rules travel with the situation and cannot be drafted away.

French franchise jurisdiction under Brussels I bis

Which court has jurisdiction over a cross-border franchise dispute within the European Union is governed by Brussels I bis (Regulation (EU) No 1215/2012) on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, which has applied since 10 January 2015. Its baseline rule is that a defendant domiciled in a Member State is sued in the courts of that Member State. A franchisee wishing to sue a foreign franchisor therefore has, as a starting option, the courts of the franchisor's domicile.

The Regulation preserves a special rule in contractual matters. Under Article 7, a person domiciled in a Member State may also be sued, in matters relating to a contract, in the courts of the place of performance of the obligation on which the claim is based. Determining that place is not always mechanical. The long-standing approach requires the court first to identify the law applicable to the obligation and then to let that law fix the place of performance — so the seised court must settle the applicable law before it can rule on its own jurisdiction. Rome I, with its universal character, supplies that applicable law.

For certain contracts, Article 7(1)(b) short-circuits this reasoning by giving an autonomous definition of the place of performance: for the sale of goods, the place of delivery; for the provision of services, the place where the services were or should have been provided. This can allow a franchisee to sue at the place where it operates. That autonomous rule is, however, only a default provision that yields to the parties' agreement — the parties can define the place of performance, or the forum itself, by contract.

Internal jurisdiction

Brussels I bis allocates jurisdiction between Member States. It does not decide which French court hears the case once France has jurisdiction. Within France, the material and territorial rules of the Commercial Code and the Code of Civil Procedure take over — including the specialised-court regime for restrictive-practices claims discussed below.

Where the parties have agreed on a court, that agreement generally displaces these default rules. The conditions and limits of choice-of-court agreements are the subject of the next section.

Choice-of-court agreements and French franchise jurisdiction

Franchisors routinely include a clause designating the court that will hear disputes, and Brussels I bis recognises such clauses. Under Article 25, where the parties — regardless of their domicile — have agreed that the courts of a Member State are to have jurisdiction over disputes arising from a defined legal relationship, those courts have jurisdiction, and that jurisdiction is exclusive unless the parties agree otherwise, unless the agreement is null and void as to its substance under the law of that Member State. The agreement must be concluded in writing or evidenced in writing, in a form consistent with the parties' established practices, or, in international trade, in a form consistent with a usage of which the parties were or ought to have been aware.

A choice-of-court clause need not name the competent court so precisely that the court can be identified from its wording alone. It is enough that the clause identifies the objective factors on which the parties agreed to choose the court — provided those factors are precise enough to let the seised court decide whether it has jurisdiction.

In a purely internal French setting, a different text applies. A clause derogating from the ordinary territorial-jurisdiction rules is deemed unwritten under Article 48 of the Code of Civil Procedure unless two conditions are both met: it must have been agreed between parties who have all contracted as merchants, and it must have been specified in a very apparent manner in the commitment of the party against whom it is invoked. French courts police both conditions closely — a clause buried in an invoice, which does not itself record the commitment relied on, will not do, and the courts examine the typography and placement of the clause.

Who is bound

A jurisdiction clause binds only those who consented to it. It cannot be extended to a party that did not sign the contract containing it, and the presence of several defendants does not stretch the clause to a defendant who never agreed to it. Consent may be tacit — a party that knew of the clause and accepted it in its dealings can be held to it — but the franchisor cannot assume a group affiliate or a franchisee's director is caught simply by proximity.

These are the ordinary rules. They are displaced, for one category of claim, by a specialised-court regime that overrides even a validly agreed forum where the claim rests on the restrictive-practices provisions of the Commercial Code.

The specialised courts that govern restrictive-practices claims in a French franchise

Some of the most consequential franchise disputes are not framed as breach of contract but as restrictive commercial practices — above all abrupt termination of an established commercial relationship and the imposition of a significant imbalance. These claims rest on Articles L 442-1, L 442-2, L 442-3, L 442-7 and L 442-8 of the Commercial Code, and they are subject to a jurisdiction regime of their own that overrides the ordinary rules and even a negotiated forum clause.

The law of 4 August 2008 on the modernisation of the economy reserved litigation on these restrictive practices to a limited number of specialised courts. Article L 442-4 of the Commercial Code provides that disputes concerning the application of those articles are attributed to courts whose seat and territorial reach are fixed by decree. Article D 442-3 of the Commercial Code designates eight commercial courts and eight civil courts competent at first instance — the courts of Marseille, Lille, Paris, Fort-de-France, Bordeaux, Nancy, Lyon and Rennes. Their exclusive competence covers not only a claim founded on those articles but also a defence or a counterclaim relying on them.

On appeal, the concentration is tighter still. Jurisdiction — more precisely, the exclusive judicial power, in the courts' own words — belongs to the Paris Court of Appeal alone. The rule is enforced by a bar to the action (a fin de non-recevoir) drawn from the breach of a rule of public policy, which means the court must raise it of its own motion. An appeal in a restrictive-practices claim brought before any court of appeal other than Paris is inadmissible.

A drafting error can be fatal

Because these rules are public policy, a forum clause that sends a restrictive-practices claim to a non-specialised court cannot rescue jurisdiction. A claim — or a counterclaim — for abrupt termination or significant imbalance filed in the wrong court, or appealed anywhere but Paris, can be met with an inadmissibility that the court raises on its own initiative. The claim is not merely transferred; it can be lost.

There is one refinement that cuts the other way. Where a non-specialised first-instance court has, wrongly, ruled on the application of these articles, the Commercial Chamber of the Cour de cassation has held that the appeal does not go to Paris but to the court of appeal in whose territory the first-instance court sits — an appeal to Paris in that situation would itself be inadmissible. That court of appeal may hear the appeal, but it can rule only within the limits of its own judicial power: it cannot decide the claim in so far as it is founded on Article L 442-1, though it may decide the claim in so far as it rests on some other, ordinary-law provision. The safe course is to bring the claim before a designated court in the first place. Our dedicated article on the specialised courts for commercial-practices claims sets out the map in more detail.

Foreign-court and foreign-law clauses in a French franchise: how far they hold

Cross-border franchisors often want their home courts and their home law. How far can they get? The two questions again pull apart, and the answer is more favourable on forum than on the merits.

On forum, a broadly drafted clause can capture even a restrictive-practices claim. The Cour de cassation (Commercial Chamber) has held that where the legal relationship in issue was not confined to the contractual obligations, and the choice-of-court clause was drafted to cover disputes arising from the contractual relationship rather than the contract alone, the clause applied to a claim for abrupt termination (rupture brutale) — and that it did so even though the mandatory provisions constituting overriding mandatory rules were applicable to the merits of the dispute. The lesson is that a forum clause and a mandatory rule can coexist: the clause routes the case to a chosen court, while the mandatory rule governs how that court must decide.

In the international order, nothing in principle prevents the parties from designating foreign courts, provided the clause is drafted broadly enough to reach not only disputes directly about the contractual obligations but, more widely, all disputes arising from the relationship the parties have built. The width of the wording is decisive. By contrast, a clause designating a French court other than the specialised ones is far harder to uphold, because it would allow the parties to circumvent public-policy jurisdiction rules; a clause designating one of the eight specialised courts could hold, the delictual character of the claim being no real obstacle if the wording is broad enough — but any appeal could still go only to the Paris Court of Appeal.

Forum can travel; mandatory law does not

A well-drafted foreign-court clause may succeed in sending an abrupt-termination dispute abroad. It does not follow that French law is out of the picture. French overriding mandatory rules — competition law and the disclosure obligation among them — still bite on the merits wherever the case is heard. A franchisor that wins the forum battle can still lose on the substance if it treated the French mandatory regime as optional.

For a franchisee, the practical reading is the mirror image: a foreign-court clause is not automatically a dead end for a French mandatory claim, and the franchisee should weigh whether the clause is truly broad enough to bind it before assuming it is trapped. The mechanics of abrupt-termination claims — notice periods, the length of the established relationship, and the compensable loss — are treated in our article on terminating a commercial relationship in France.

Arbitration clauses and access to justice in a French franchise

A franchise contract may send disputes to arbitration rather than to a court, and the choice carries its own jurisdictional consequences. Under the competence-competence principle, the arbitral tribunal has priority to rule on its own jurisdiction. Article 1448 of the Code of Civil Procedure requires a state court seised of a dispute covered by an arbitration agreement to decline jurisdiction, unless the tribunal is not yet seised and the arbitration agreement is manifestly void or manifestly inapplicable. Those exceptions are narrow.

The narrowness creates a real access-to-justice concern for a franchisee. Arbitration can be expensive, and a franchisee whose business is failing — the usual moment for a dispute — may be unable to fund it, so an arbitration clause can operate, in practice, to smother claims the franchisee would otherwise have the means to argue. The Cour de cassation has so far held that a party's impecuniosity is not, in itself, enough to make an arbitration clause manifestly inapplicable, while leaving room for the argument where a prior attempt to bring the arbitration has failed for want of a remedy to the financial difficulty. Several other routes — significant imbalance, the rule striking down clauses that deprive an essential obligation of its substance, and the relative effect of contracts — are canvassed in practice.

Read alongside

Arbitration in franchise disputes — the validity of the clause, competence-competence, and the cost and access-to-justice limits — is treated at length in our dedicated article on arbitration clauses in franchise contracts. The point here is only that an arbitration clause changes who decides, and can change whether the franchisee can afford to be heard at all.

Drafting the clauses that govern which law and court apply to a French franchise

For a network operating in France, the law and jurisdiction clauses are not filler. Drafted well, they remove an entire layer of preliminary dispute; drafted carelessly, they invite jurisdictional skirmishes that can end in inadmissibility. A balanced French franchise contract designates French law as the sole applicable law and gives jurisdiction over disputes to the commercial court — or to an accessible arbitral tribunal, one whose cost does not in practice deny a party the right to be heard.

Step 1
State the governing law expressly
Name French law as the sole applicable law. Silence hands the question to Article 4(1) of Rome I, and a chosen foreign law will not displace French overriding mandatory rules in any event.
Step 2
Choose the court with the specialised regime in mind
For any claim that could rest on Articles L 442-1 and following of the Commercial Code, only the designated courts have first-instance competence, with appeals confined to the Paris Court of Appeal. A forum clause that ignores this cannot save a restrictive-practices claim.
Step 3
Draft the forum clause broadly
A clause covering disputes "arising from the relationship", not only from the contract, is far more likely to reach abrupt-termination and other delictual claims than one confined to the contract's obligations.
Step 4
Meet the internal validity conditions
Where Article 48 of the Code of Civil Procedure applies, the clause must be between merchants and set out in a very apparent manner in the commitment of the party against whom it is invoked. Do not rely on a clause tucked into an invoice.
Step 5
Keep disclosure and competition compliant regardless
Because the disclosure obligation and competition law apply as overriding mandatory rules whatever the chosen law, treat compliance as unavoidable rather than negotiable — the forum clause will not shelter a defective disclosure.

The value of getting these clauses right is not only defensive. A contract that fixes French law, a competent court and a genuinely accessible dispute route is a contract that resolves fewer disputes through preliminary jurisdictional fights and more through the merits — which serves both a franchisor building a durable network and a franchisee that needs to know, before it signs, where and under what law it would have to fight.

Law and jurisdiction clauses for your French franchise

We advise cross-border franchisors and franchisees on the governing-law and jurisdiction architecture of French franchise contracts — choice of law under Rome I, choice of forum under Brussels I bis, and the specialised-court rules for restrictive-practices claims. We draft and review the clauses so that a dispute is decided on its merits, not lost on a jurisdictional technicality.

Discuss your matter

Frequently asked questions about which law governs a French franchise

Which law governs a French franchise if the contract says nothing?

Under Article 4(1) of Rome I (Regulation (EC) No 593/2008), a distribution-type contract is governed by the law of the country where the distributor has its habitual residence. A franchise is a distribution-type contract, so a franchise with a franchisee established in France is governed by French law when the parties have made no choice.

Can a foreign franchisor choose its own law to govern a French franchise?

Yes, under Article 3 of Rome I the parties may choose the governing law. But the choice does not switch off French overriding mandatory rules. Competition law and the pre-contractual disclosure obligation of Article L 330-3 of the Commercial Code apply whatever law the parties chose.

Which court has French franchise jurisdiction in a cross-border dispute?

Within the European Union, Brussels I bis (Regulation (EU) No 1215/2012) applies. The default is the courts of the defendant's domicile; in contractual matters, the claimant may also sue at the place of performance of the obligation in question. A valid choice-of-court agreement under Article 25 generally displaces these defaults.

Why does a restrictive-practices claim go to a special court?

The law of 4 August 2008 reserved claims under Articles L 442-1 and following of the Commercial Code — including abrupt termination and significant imbalance — to eight designated commercial courts and eight designated civil courts, with all appeals concentrated in the Paris Court of Appeal. The rule is public policy and is enforced by an inadmissibility the court raises of its own motion.

Can a badly drafted jurisdiction clause make my claim inadmissible?

Yes. A forum clause that sends a claim based on Articles L 442-1 and following to a non-specialised court cannot confer jurisdiction, and an appeal filed anywhere but the Paris Court of Appeal in such a claim is inadmissible. Because the rule is public policy, the court raises the bar on its own initiative.

Does a foreign-court clause work for an abrupt-termination claim?

It can, if drafted broadly. The Cour de cassation has upheld a choice-of-court clause over a claim for abrupt termination where the clause covered disputes arising from the relationship, even though overriding mandatory rules applied to the merits. The forum can travel abroad while French mandatory law still governs the substance.

If a foreign law governs, does French disclosure law still apply?

Yes. The Paris Court of Appeal has treated the disclosure obligation now in Article L 330-3 of the Commercial Code as an overriding mandatory provision (a loi de police), which applies to any franchise recruiting within its scope regardless of the chosen law.

Does an arbitration clause change which law and court govern a French franchise?

It changes the forum: under Article 1448 of the Code of Civil Procedure the arbitral tribunal rules first on its own jurisdiction, and a court steps in only if the arbitration agreement is manifestly void or manifestly inapplicable. The substantive French mandatory rules still apply, and the cost of arbitration can raise a genuine access-to-justice problem for a franchisee.

Key takeaways on which law and court govern a French franchise

In brief
Under Rome I, party choice governs; absent a choice, Article 4(1) gives a French franchisee's contract to French law by reference to its habitual residence.
French overriding mandatory rules apply whatever the chosen law: competition law and the disclosure obligation of Article L 330-3, treated as a loi de police by the Paris Court of Appeal.
Brussels I bis fixes jurisdiction between Member States — defendant's domicile, or the place of performance in contractual matters — and recognises choice-of-court agreements under Article 25.
Restrictive-practices claims under Articles L 442-1 and following go only to eight designated courts, with appeals confined to the Paris Court of Appeal on pain of inadmissibility.
A broadly drafted foreign-court clause can capture an abrupt-termination claim, but French mandatory rules still govern the merits wherever the case is heard.
A balanced French franchise contract designates French law as the sole applicable law and gives jurisdiction to the commercial court or an accessible arbitral tribunal.

How our French lawyers can help with which law and court govern a French franchise

Our firm advises foreign franchisors entering or operating in France and franchisees evaluating a French network on the governing-law and jurisdiction structure of the franchise contract before anything is signed. We settle the choice-of-law clause under Rome I, the choice-of-forum clause under Brussels I bis, and the interaction with the French overriding mandatory rules — the disclosure obligation and competition law — that apply whatever law the parties select.

We also map exposure on the litigation side: whether a claim would fall to the specialised courts for restrictive practices, whether a foreign-court or arbitration clause would hold against an abrupt-termination or significant-imbalance claim, and how to draft or challenge a forum clause so that a dispute is decided on its merits rather than lost on admissibility. Where a dispute has already arisen, we advise on the correct court, the risk of inadmissibility, and the strategy for asserting or resisting French mandatory rules.

This article is for general information only. It does not constitute legal advice on the law and jurisdiction governing any particular franchise, and the application of Rome I, Brussels I bis and the French mandatory rules depends on the facts and wording of each contract. Contact our French lawyers for qualified advice before signing, drafting or litigating a cross-border franchise agreement.