When I worked as in-house counsel, I saw the same scenario far too often:
a commercial team proud of having “secured” a strategic partner, a procurement department satisfied with having negotiated “exceptional terms,” a management team convinced that the contract fully protected them.
Then, months later, the shock: a claim, a summons, or a formal notice.
The same reaction every time: “But we were within our rights!”
👉 When a partner becomes dependent on you, your intentions matter far less than the actual impact of your decisions.
⚖️ Economic dependence: a set of indicators, not just a percentage of revenue
Abuse of economic dependence (French Commercial Code, art. L.420-2, para. 2) does not apply only to retail giants or digital platforms.
It can arise in any commercial relationship where the partner:
• has no technically or economically equivalent alternative,
• has made specific investments to work with you,
• relies heavily on you for revenue,
• or where your market position makes you difficult to replace.
Case law (including French Supreme Court, Commercial Chamber, Feb. 12, 2013, No. 12-13603) confirms that dependence is assessed globally.
No single factor is decisive on its own.
⚠️ The real risk: common business practices… reclassified as abuse
Actions that seem harmless internally may become legally problematic when dependence exists:
• unilateral changes to commercial terms,
• immediate suspension of an account or workflow,
• disproportionate penalties,
• abrupt termination of a long-standing commercial relationship.
👉 What seems like “contractual freedom” may be deemed abusive when the partner cannot realistically walk away.
⏳ Abrupt termination & significant imbalance: two separate but equally sensitive issues
• Abrupt termination (art. L.442-1, II C. com.): insufficient notice = potentially substantial damages.
• Significant imbalance (art. L.442-1, I, 2° C. com.): disproportionate clauses = nullity + damages.
These risks coexist and often compound those related to economic dependence.
✅ Best practices: what companies should systematically implement
To secure relationships where asymmetry exists or may arise:
• map partners who may be in a situation of dependence,
• document all adverse decisions,
• establish a contradictory procedure before any suspension,
• avoid discretionary or overly one-sided clauses,
• adapt notice periods to the actual intensity of the relationship,
• regularly review standard contracts under the lens of art. L.442-1.
👉 Dependence itself is not unlawful.
Its unmanaged exploitation is.
🔎 Conclusion
It’s not the imbalance of power that creates the legal risk…
It’s how that imbalance is handled.
The more essential your company becomes to a partner, the more your decisions must be legally structured, documented, and measured.
