Contracts between French and UK businesses after Brexit: governing law, jurisdiction clauses and enforcing judgments

Contracts between French and UK businesses after Brexit: governing law, jurisdiction clauses and enforcing judgments

Since 1 January 2021, judgments no longer move automatically between France and the UK. A French court still applies the Rome I Regulation to decide which law governs your contract, but whether a judgment can be enforced on the other side of the Channel now depends on two Hague Conventions (2005 and 2019) and on the date the proceedings were started. If you sell through a French distributor or commercial agent, French rules on termination may also apply despite an English governing law clause.

Updated: November 2026. Key provisions: Articles 3, 4 and 9 of the Rome I Regulation (EC) No 593/2008; Article 67 of the EU-UK Withdrawal Agreement; Hague Choice of Court Convention 2005; Hague Judgments Convention 2019 (in force for the UK since 1 July 2025); Article 509 of the French Code of Civil Procedure; Articles L. 134-1 to L. 134-16 and L. 442-1, II of the French Commercial Code (Code de commerce).

This page is for directors of UK companies that work with a French distributor, commercial agent, logistics provider or customer, and for their French partners. The author is a lawyer at the Paris Bar: English law is mentioned only to describe your position, and this article does not give advice on English law.

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What stopped applying on 1 January 2021

Brussels I bis and the end of the transition period

Under Article 126 of the Withdrawal Agreement, the transition period ended on 31 December 2020. Article 67 keeps the Brussels I bis Regulation (EU) No 1215/2012 in place for "legal proceedings instituted before the end of the transition period", both for jurisdiction and for the recognition and enforcement of the resulting judgments. What matters is the date the claim was issued, not the date of the contract: a claim issued in November 2020 still benefits from Brussels I bis, a claim issued in January 2021 on a 2018 contract does not.

For newer proceedings, the main loss is Article 39 of Brussels I bis, under which a judgment enforceable in one Member State "shall be enforceable in the other Member States without any declaration of enforceability being required". An English judgment is no longer enforceable in France as of right, and a French judgment is no longer enforceable in England as of right.

Brussels I bis has not disappeared from the French court's reasoning. Its Article 25 still applies where the parties, "regardless of their domicile", have chosen the courts of a Member State: a clause giving jurisdiction to a French court is governed by it even if one party is British. Where a UK defendant has no domicile in the EU and no clause designates an EU court, Article 6 refers to French national rules on jurisdiction, including Article 14 of the French Civil Code, which allows a foreign party to be sued in France for obligations owed to French nationals.

The Lugano Convention: application made, consent refused

On 8 April 2020 the UK applied to join the 2007 Lugano Convention, which links the EU with Switzerland, Norway and Iceland. According to the Swiss depositary's notification of 1 July 2021, the EU stated on 28 June 2021 that it was "not to be in a position to give its consent to invite the United Kingdom to accede to the Lugano Convention". The Swiss Federal Office of Justice page, updated in February 2026, reports no accession. Service of documents also changed: the EU service rules no longer apply, and claims are served under the Hague Service Convention of 15 November 1965, to which France and the UK are both parties.

Which law governs a contract with a French company?

A French court still applies Rome I

Brexit changed little on governing law. Article 2 of the Rome I Regulation provides that the law it designates applies "whether or not it is the law of a Member State". A French court will therefore apply Rome I to your contract, as the European Commission confirmed in its notice to stakeholders of 27 August 2020. On the UK side, the Ministry of Justice guidance states that the Rome I rules continue to apply in UK law.

Article 3 reads: "A contract shall be governed by the law chosen by the parties." An English governing law clause is therefore, in principle, effective before a French court. Without a choice, Article 4 sets default rules: a sale of goods is governed by the law of the seller's habitual residence, a contract for services by the law of the service provider, and "a distribution contract shall be governed by the law of the country where the distributor has his habitual residence". A French distributor of your products, with no clause, is therefore under French law.

The limit: overriding mandatory rules

Article 9 of Rome I preserves "the overriding mandatory provisions of the law of the forum". A French court can apply certain French rules despite an English law clause, but only those France treats as mandatory at international level, which is narrower than French domestic public policy. That distinction drives most disputes involving French agents and distributors of UK companies.

A fictional example. A furniture maker in the Midlands has supplied a distributor in Lyon since 2014. The 2019 distribution agreement chooses English law and the London courts. In 2026 the maker moves its French sales to an online platform and gives three months' notice. The distributor will ask three questions: can it rely on French rules on abrupt termination, can it sue in France, and what would an English judgment be worth in France?

Jurisdiction clauses between French and English companies: the 2005 Hague Convention

Exclusive clauses only

The Hague Convention of 30 June 2005 on Choice of Court Agreements applies to exclusive choice of court agreements in civil or commercial matters. It excludes consumer contracts, the carriage of passengers and goods, and arbitration. For a logistics contract, the line matters: carriage is outside the Convention, while warehousing and order fulfilment need case-by-case analysis. A clause designating the courts of a Contracting State is deemed exclusive unless the parties have expressly provided otherwise (Article 3). The chosen court must hear the case and any other court must, save in limited cases, stay or dismiss it (Articles 5 and 6); and the judgment is recognised and enforced in the other Contracting States without review of the merits (Article 8), subject to limited grounds for refusal (Article 9).

When did the Convention start for the UK?

The EU has been a party since 1 October 2015. The UK acceded in its own right on 28 September 2020, with effect from 1 January 2021, and declared that it considers the Convention "entered into force for the United Kingdom on 1 October 2015" and that it has been a Contracting State "without interruption from that date". The European Commission takes a different view: the Convention applies between the EU and the UK to exclusive clauses "concluded after the Convention enters into force in the United Kingdom as party in its own right".

Because Article 16 limits the Convention to agreements concluded after it entered into force for the State of the chosen court, the difference is practical. An exclusive English jurisdiction clause signed on or after 1 January 2021 is covered on both views. A clause signed between October 2015 and December 2020, like the one in the Lyon example, may not be treated as covered by a French court. This needs checking before any claim is issued.

Asymmetric and non-exclusive clauses

Many English-drafted contracts let the supplier sue anywhere while the French party may only sue in London, or give the English courts "non-exclusive" jurisdiction. Such clauses do not clearly meet the exclusivity requirement of the 2005 Convention. They may instead fall under the 2019 Convention, which covers judgments given by a court designated in an agreement other than an exclusive choice of court agreement. The wording you choose decides which instrument governs enforcement.

Hague 2019 between the UK and France: what changed on 1 July 2025

Entry into force and timing

The Hague Convention of 2 July 2019 on the Recognition and Enforcement of Foreign Judgments has been in force for the EU, and so for France, since 1 September 2023. The UK signed it on 12 January 2024, ratified it on 27 June 2024, and it entered into force for the UK on 1 July 2025. The UK's ratification covered England and Wales; a declaration of 26 March 2025 concerns Scotland and Northern Ireland.

Timing is decided by Article 16: the Convention applies if, when the proceedings were instituted in the State of origin, it had effect between that State and the requested State. Between France and the UK, that means proceedings started on or after 1 July 2025. A French judgment given in 2026 in proceedings issued in March 2025 does not benefit from it.

What the Convention covers

The 2019 Convention does not set jurisdiction rules for the court hearing the case. It lists, in Article 5, the bases that make a judgment eligible to circulate, among them the defendant's habitual residence in the State of origin, express consent, defending on the merits without contesting jurisdiction, the place of performance of a contractual obligation, and a non-exclusive choice of court. There is no review of the merits (Article 4), but recognition can be refused on the grounds of Article 7, including public policy and defective service. Carriage of goods, certain competition matters and arbitration are excluded, and interim measures of protection are not judgments (Article 3): a French saisie conservatoire (protective attachment) will not travel to England this way. The procedure is that of the requested State (Article 13).

Enforcing a French judgment in the UK, and an English judgment in France

An English judgment in France

Where neither Convention applies, an English judgment needs an exequatur (a French enforcement order) before it can be enforced in France. Article 509 of the French Code of Civil Procedure makes foreign judgments enforceable in the manner and in the cases provided by law, and the application goes to the tribunal judiciaire (the French civil court of general jurisdiction), sitting as a single judge (Article R. 212-8, 2° of the Code of Judicial Organisation). Outside any convention, the French court checks three conditions set by the Cour de cassation (France's highest civil court) on 20 February 2007 (No. 05-14.082): the indirect jurisdiction of the foreign court based on a genuine connection with the dispute, compliance with French international public policy on substance and procedure, and the absence of fraud. It does not check whether the English court applied the law that French conflict rules would have chosen.

A French judgment in the UK

For a French judgment in proceedings started on or after 1 July 2025, the 2019 Convention may apply if the French court's jurisdiction rested on one of the Article 5 bases. Otherwise, the Ministry of Justice guidance states that recognition of foreign judgments is generally governed by the common law "unless there is a bilateral agreement in force". The English conditions and procedure are a matter of English law; we work with a UK-qualified lawyer on that side.

A fictional example. A UK online retailer of small electrical appliances uses a warehouse in northern France for storage and order picking. It stops paying, owes EUR 180,000, and moves its stock. The warehouse sues in France in September 2025. Whether a French judgment can then be enforced in England turns on the 2019 Convention: proceedings after 1 July 2025, the jurisdiction basis relied on, and any carriage element in the contract. The basis of the claim should be chosen with enforcement in mind.

Two practical points. Under Article 1343-3 of the French Civil Code, payment in France is made in euros, but it may be made in another currency where the obligation arises from an international transaction or a foreign judgment, so a sterling debt can be claimed in sterling. And service under the 1965 Hague Service Convention takes longer than within the EU; defective service is a ground for refusing recognition under both Hague Conventions.

Arbitration: unaffected by Brexit

The New York Convention of 10 June 1958 has been in force for France since 24 September 1959 and for the UK since 23 December 1975, according to the UNCITRAL status table. In France, under Article 1514 of the Code of Civil Procedure, an award is recognised or enforced if its existence is established and recognition or enforcement is not manifestly contrary to international public policy. Decree No. 2026-741 of 6 August 2026, in force on 1 January 2027, allows electronic awards and their exequatur, and permits submissions and documents in a language other than French before the court of appeal. For a long-term supply or distribution agreement, arbitration gives an enforcement route that does not depend on the date proceedings were issued.

French commercial agent of a UK principal

The French statute

Under Article L. 134-1 of the French Commercial Code, a commercial agent (agent commercial) is an independent intermediary permanently instructed to negotiate, and possibly conclude, sales, purchases, leases or services in the name and on behalf of producers, manufacturers, traders or other agents. Two protections matter to UK principals. Notice: Article L. 134-11 sets one month in the first year, two months in the second year begun, three months in the third year begun and beyond, and the parties may not agree on shorter notice periods. Compensation: under Article L. 134-12, on termination the agent is entitled to compensation for the loss suffered, provided it notifies the principal within one year that it intends to claim. Article L. 134-13 excludes compensation in particular for serious misconduct by the agent or termination at the agent's initiative (with exceptions), and Article L. 134-16 deems void any clause departing from these rules to the agent's detriment.

Does an English law clause exclude French compensation?

Without a governing law clause, the agency contract is, in principle, a services contract governed by the law of the agent's habitual residence, so French law for an agent based in France. With an English law clause, the position is debated. In a judgment of 28 November 2000 (No. 98-11.335), the Commercial Chamber of the Cour de cassation held that the French statute is a protective law of domestic public policy (loi protectrice d'ordre public interne) and not an overriding mandatory rule at international level; the agent, whose contract was governed by New York law, did not obtain French compensation. EU law derived from Directive 86/653 on commercial agents may, however, lead to a different analysis where the agent works in a Member State for a principal established outside the EU, which a UK principal now is.

A fictional example. A UK maker of pushchairs and baby carriers has used an agent near Nantes since 2019 to sell to French shops and chains. The contract chooses English law and courts. In 2026 the maker gives one month's notice and offers two months' commission as a lump sum. If French rules are held to apply, the notice falls short of Article L. 134-11 and the compensation claim may be worth considerably more than the lump sum. The time to assess this is before the termination letter is sent.

French distributors and abrupt termination

A distributor has no statute comparable to an agent's, but Article L. 442-1, II of the French Commercial Code, as amended by Law No. 2026-796 of 18 August 2026, makes liable anyone who abruptly terminates, even partially, an established commercial relationship without written notice that takes into account, in particular, the length of the relationship. In a dispute over the length of notice, a party that gave eighteen months' notice cannot be held liable on that ground. The 2026 version also covers a substantial reduction (réduction substantielle) of order volumes that may compromise the balance of the relationship. Claims under Article L. 442-1 are reserved to courts designated by decree (Article L. 442-4, III).

Whether this rule applies despite an English law clause depends on whether the claim is contractual or non-contractual under EU conflict rules. On 2 April 2025 (No. 23-11.456), the Cour de cassation referred that question to the Court of Justice of the European Union in a case where the contract was governed by Jersey law and the court of appeal had held the French rule inapplicable for lack of a sufficient connection with France. The Court of Justice's answer must be checked at the time of any dispute.

Clauses to review in a French-UK contract

• Jurisdiction: decide where a judgment will need to be enforced. An exclusive clause signed from 2021 falls under the 2005 Convention; a non-exclusive or asymmetric clause more likely under the 2019 Convention; an arbitration clause under the New York Convention.
• Pre-2021 contracts: clauses referring to Brussels I bis, English jurisdiction clauses signed before 2021, or exclusive territories defined as "the European Union" deserve an amendment with a newly dated clause.
• Termination and notice: align notice with Article L. 134-11 for an agent and Article L. 442-1, II for a distributor or service provider, and deal with remaining stock.
• Retention of title: under Article 2367 of the French Civil Code, ownership may be retained until full payment; the clause should be effective where the goods are located, not only under the contract's governing law.
• Currency, Incoterms and notices: state the currency and conversion date, refer to Incoterms 2020 with the chosen rule and place, and give notice addresses and the prevailing language.

These points should be reviewed before signature, at renewal, and as soon as termination is being considered: once proceedings are issued, their date fixes the enforcement regime. Victoris handles the French side of the contract and of any dispute, working with your UK lawyer on English law.

FAQ

Can a French judgment be enforced in the UK after Brexit?

Yes, but the route depends on when the French proceedings were started. Before 1 January 2021: Brussels I bis still applies. From 1 July 2025: the Hague 2019 Convention may apply if the French court's jurisdiction rested on an Article 5 basis, or the 2005 Convention if the court was chosen in an exclusive clause. Otherwise, the UK's own rules apply, which is a matter for an English lawyer.

Does the Hague 2019 Convention apply between the UK and France?

Yes. It has been in force for France, through the EU, since 1 September 2023 and for the UK since 1 July 2025. It only applies to judgments in proceedings started on or after 1 July 2025.

Is an English jurisdiction clause still valid against a French company?

Yes. An exclusive clause signed on or after 1 January 2021 is covered by the 2005 Hague Convention, and a French court seised in breach of it must in principle stay or dismiss the case. For clauses signed between October 2015 and December 2020, the EU and the UK disagree on whether the Convention applies.

Which law applies to a contract between a French and an English company?

Before a French court, the Rome I Regulation decides. The parties can choose the law; without a choice, a sale is governed by the seller's law, services by the provider's law and a distribution contract by the distributor's law. French overriding mandatory rules may apply regardless.

Does a French commercial agent of a UK principal get compensation if the contract is under English law?

It is debated. A 2000 Cour de cassation judgment refused to treat the French statute as an overriding mandatory rule, but EU law derived from Directive 86/653 may lead to a different result where the agent works in the EU for a principal outside it. The agent must in any event notify its claim within one year of termination.

Did the UK join the Lugano Convention?

No. The UK applied on 8 April 2020, and the EU notified on 28 June 2021 that it was not in a position to consent. No accession has been reported since.

Conclusion

A French-UK contract now has to be read against three dates: when the jurisdiction clause was signed, when proceedings are started, and 1 July 2025 for the Hague 2019 Convention. Governing law is still decided by Rome I in a French court, but enforcement depends on the two Hague Conventions or on exequatur. If you are signing, renewing or ending a contract with a French agent, distributor or logistics provider, or holding a judgment to enforce across the Channel, a review of the contract and the timetable before you act keeps your options open.

Article written by Guillaume Leclerc, lawyer at the Paris Bar, 34 avenue des Champs-Élysées, Paris. Working languages: French and English.

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