Resolution Clause Precision Requirement

Extract

[...] The requirement of precision brought back to the identifiability of the obligations sanctioned The sweeping clause occupies a special place among the modes of resolution listed by Article 1224 of the Civil Code since the reform. The Napoleonic Code only knew the judicial resolution of the old Article 1184, which abandoned the annulment of the contract to the judge's assessment of the gravity of the breach. To conjure this uncertainty, practice has progressively imposed stipulations organizing a resolution of right, which have become true clauses of style in business contracts. [...]

[...] The letter of the text could also offer a point of support for the resistance of certain judges of the facts, Article 1225 requiring that the clause specify the commitments in question when the ruling is satisfied with their identifiability. The gap between the letter and the interpretation will undoubtedly nourish the doctrinal discussion, the note by Mustapha Mekki announced in La Semaine Juridique and the first observations published in Dalloz actualité from June already giving the tone. The practical lessons of the ruling are nonetheless real. [...]

[...] Following the call for tenders launched in April 2018 for the commercialization of the broadcasting rights of the Ligue 1 and the Coupe de France for the 2020-2021 to 2023-2024 seasons, the Ligue de football professionnel association awarded one of the lots to the beIN Sports France company, which granted its exploitation to the Groupe Canal + company by a sub-licence contract concluded on 11 February 2020 and written in English. Article 3 of the agreement authorized each party to terminate it immediately and automatically in the event of a violation by the other of a material or substantial obligation, according to the translation retained for the terms 'material obligation', to which it had not been remedied within thirty days of a formal notice. The stipulation added that it would take effect notwithstanding the provisions of Article 1225 of the Civil Code. [...]

[...] It will be up to the Versailles Court of Appeal, designated as the referring court, to carry out this investigation. Nothing ensures that it will conclude that the clause is valid. The standard of the important or substantial obligation, imported from Anglo-American practice of "material obligations", introduces an additional qualification that the ordinary sweeping clause does not contain. Who will say whether a particular ancillary obligation is important within the meaning of the contract? This observation leads to relativizing the liberal scope of the ruling. [...]

[...] It is on this basis that the termination was notified. Challenging the regularity of the rupture, the beIN Sports company assigned its co-contractor in order to have the clause judged non-conform to the requirements of Article 1225 of the Civil Code and to obtain the continuation of the contract. The first judges retained the validity of the disputed stipulation. By an infirmative judgment of 31 May 2024, the Paris Court of Appeal declared it null and void on the grounds that the precision required by the text means commonly the statement of a defined object by its detail, which did not allow the reference to an important or substantial obligation, in particular in a set of interdependent contracts with multiple and complex obligations. [...]