French Supreme Court (Cour de cassation), Commercial, Financial and Economic Chamber, 3 June 2026, no. 24-19.612 (FS-B+R)
Does specifying mean listing? This question has long been at the heart of the difficulty surrounding termination clauses (clauses résolutoires). Few provisions are as common in commercial contracts as the clause by which the parties agree that failure to perform certain obligations will automatically bring their agreement to an end. Distribution contracts use it constantly, since it gives the creditor a rapid exit mechanism which, in principle, is not subject to review by the courts. Since the reform of French contract law, however, Article 1225 of the Civil Code has required such a clause to “specify the obligations whose non-performance will lead to termination of the contract”. It remained to be determined exactly what this requirement covered.
Some lower courts, followed by part of the academic commentary, had given it a strict reading: the requirement of “specification” meant that the clause had to list, one by one, the breaches liable to lead to termination. Following this logic, the Paris Court of Appeal, in a judgment of 31 May 2024, declared void a clause penalising failure to perform any “material obligation” under the contract, on the ground that it did not identify the obligations concerned in detail.
The case arose from the marketing of the television broadcasting rights for Ligue 1 and the Coupe de France for the 2020 to 2024 seasons. Having awarded them to beIN Sports, the Ligue de football professionnel allowed it to sub-license part of them to Groupe Canal +. The sub-licence agreement, drafted in English, contained an automatic termination clause in the event of a breach of a “material obligation” that had not been remedied within thirty days of a formal notice.
Relying on this provision, Canal + gave notice of termination of the contract; beIN Sports then brought proceedings seeking a declaration that the clause did not meet the requirements of Article 1225 and should be deprived of effect. The Court of Appeal having declared the clause void, Canal + appealed to the French Supreme Court.
The question was therefore as follows: does the requirement of specification in Article 1225 oblige the drafter to list, one by one, the breaches giving rise to termination, or is it sufficient that the debtor can identify them unequivocally? In a judgment of 3 June 2026, given the widest publication, the Commercial Chamber overturned the decision of the Paris Court of Appeal: the requirement of specification in no way requires the obligations concerned to be listed, but only that the debtor be able to identify them clearly and unequivocally. The ruling can be considered from three angles: the method of interpretation it adopts (I), the validity in principle that it recognises for a clause covering all obligations (II), and the lessons that contract drafters will draw from it (III).
I. “Specification” does not mean “enumeration”
The reasoning of the Paris Court of Appeal was based on a literal reading of the word “specification”. In its view, Article 1225 made the binding force of the clause conditional on the identification of the obligation or obligations whose non-performance could trigger it, specification being commonly understood, it wrote, as “the statement of an object defined in detail”. Without such detail, a clause penalising failure to perform a “material” or “substantial” obligation under the contract was liable to be declared void. This analysis was not isolated; it continued a line of thinking that saw the new requirement as a sign of the legislature’s intention to outlaw blanket clauses and to require drafters to set out, in the clause itself, an inventory of the breaches giving rise to termination.
The appeal brought by Canal + countered this reading with a simple but decisive distinction: specifying obligations is not the same as listing them. Article 1225, it argued, does not require every obligation whose breach may justify termination to be listed in the clause; it merely requires that there be no ambiguity, first as to the automatic nature of termination and second as to the breaches capable of triggering it.
The Commercial Chamber endorsed this criticism. It held that the requirement of specification is intended solely to ensure that the debtor can identify, clearly and unequivocally, the obligations whose non-performance will lead to automatic termination. To support this reading, it was careful to point out that the case law prior to the Ordinance of 10 February 2016 did not require the obligations concerned to be listed, and that neither the preparatory works nor the parliamentary debates revealed any intention to depart from that position. Specification is thus measured in terms of intelligibility rather than detail; what matters is that the other party knows, on reading the clause, what it is exposed to.
It remains to be seen how far this approach extends; for in freeing specification from enumeration, the Court does not merely save clauses drafted in general terms: it appears to confirm the validity of the broadest possible wording.
II. The validity in principle of a clause “covering all obligations”
The main contribution of the judgment lies in the Court’s approval of what might be called the “catch-all” clause. The Commercial Chamber held that the requirement of specification is satisfied by a clause providing that failure to perform certain obligations expressly set out in the contract will lead to its termination, provided that those obligations can be identified clearly and unequivocally, even if they are not listed. Subject to that proviso, a clause covering “any failure to perform any of the obligations expressly provided for in the contract” is therefore valid.
A paradox is worth noting: the broadest wording is also the safest. Where the clause covers all the obligations stipulated, identifying the protected obligations is the same as identifying the contents of the contract itself, which the debtor is deemed to know. Since no selection is made, there is no uncertainty as to the scope of the clause.
It would nevertheless be unwise to read the judgment as an outright validation of the clause at issue. Since the decision was quashed only for lack of legal basis (défaut de base légale), it would be presumptuous to see it as a certificate of validity issued to the provision that gave rise to the proceedings. The Court merely held that the Court of Appeal could not declare the clause void solely on the finding that the obligations were not listed, without examining whether the obligations concerned were identifiable. And that is precisely where the difficulty lies: the clause did not cover all obligations, but only “material” or “substantial” obligations. This qualitative filter reintroduces the uncertainty that the identification test is meant to dispel, since it remains to be determined which obligations deserve that description. It will now be for the court to which the case is remitted to assess whether, in the light of the overall scheme of the sub-licence agreement, those obligations could be identified unequivocally; the outcome is far from certain.
From this validation in principle, contract drafters should not conclude that all caution is now superfluous. What the Court permits in terms of validity, it leaves to the hazards of practice.
III. What lessons for contract drafters?
If the court to which the case is remitted rules in line with this judgment, several approaches emerge. The first is to refer globally to all the obligations expressly stipulated, on the model of the now-approved “catch-all” clause, at the risk of turning the termination clause into a veritable Pandora’s box. By validating a clause covering all the obligations under the contract, the Court gives the creditor the ability to rely on any breach whatsoever to bring the contractual relationship to an end.
Commercial contracts abound in obligations whose weight bears no comparison with that of the essential obligations, and the duty of good faith is the most formidable illustration. The exact extent of the danger must nonetheless be gauged. Good faith is first and foremost a statutory obligation, which Article 1104 of the Civil Code attaches to every contract; yet a termination clause, as the judgment itself points out, can only penalise breach of an obligation expressly stipulated. A mere reference to the statutory principle would therefore fall outside the “catch-all” clause. It is precisely because commercial contracts now routinely stipulate an express obligation of good faith that the danger materialises: once brought within the scope of a blanket clause, this provision becomes a potentially unlimited ground for termination, with a delay, a reluctance or an attitude deemed uncooperative being enough to justify termination, even though the alleged breach in no way affects the substance of the agreed performance.
The risk increases where the parties use the option, available under Article 1225, of dispensing with prior formal notice and stipulating that termination will result from the mere fact of non-performance. Each party then finds itself in an ejector seat whose controls are held by the other.
Unlike in the case of judicial or unilateral termination, the court will be unable to provide a remedy. Since a termination clause by its very nature dispenses with any requirement of seriousness, the court may not assess whether the breach justified termination without interfering in a relationship whose outcome the parties specifically sought to remove from its review. Its role is limited to checking that the breach falls within the scope of the clause and that the clause was invoked in good faith by a creditor whose opportunistic conduct may, at most, be penalised as the disloyal use of a contractual prerogative. It is meagre consolation.
The astute drafter will draw a lesson that goes beyond the question of validity alone. While listing the obligations giving rise to termination is no longer a condition for the clause’s validity, it remains a safeguard, not for the clause itself, but for the relationship it governs. By confining automatic termination to genuinely substantial breaches, carefully identified, the parties avoid turning every ancillary obligation into a sword of Damocles, and protect their agreement from the opportunistic terminations that a blanket clause permits.
By holding that the specification required of a termination clause is not the same as listing the obligations it protects, the Commercial Chamber dispels the uncertainty arising from the reform and secures a bright future for the “catch-all” clause. The requirement of Article 1225 now comes down to a test of intelligibility: the debtor must be able to identify, unequivocally, the obligations whose breach will bring the contract to an end. This newfound freedom nonetheless carries its own paradox, since the clause whose validity is most secure is also the one that most weakens the relationship it governs. In other words, the security of the contractual relationship now depends less on the law than on the prudence of the drafter.
