Note on Cass. com., 3 June 2026, no. 24-19.612

Since 2016, Article 1225 of the French Civil Code has required the resolutory clause to “specify the undertakings whose non-performance will result in the termination of the contract”. One question has divided French legal scholarship for the past ten years: in order to satisfy that requirement, must each of the undertakings concerned be listed[1], or is it enough that they be identifiable[2]?

As a precaution, many contract drafters had taken to avoiding so-called “sweep” clauses altogether.

Was the precaution warranted?

That is the question just settled, in a decision of major importance — slated for publication in the Bulletin, in the Annual Report and in the Chamber Letters (FS-B+R) — by the Commercial Chamber of the Cour de cassation, sitting under the presidency of Vincent Vigneau.

A word on the facts. In 2018, beIN Sports was awarded by the LFP the right to broadcast certain Ligue 1 football matches, for a price of EUR 332 million. The contract is the same as the one giving rise to the much-discussed decision of the Paris Court of Appeal of 14 January 2026 on loss of profitability (see L. Thibierge, “Caducité, rentabilité, imprévision : et un, et deux, et trois zéro”, Lexbase Contrats, Responsabilité, Immobilier, May 2026).

This time, the dispute concerned another contract: the sub-licence concluded in 2020 between beIN Sports and Canal +, for an amount of EUR 330 million. More precisely, it concerned Article 3 (e) thereof, drafted in English, which provided for a resolutory clause to operate in the event of breach of a “material obligation” (translated as “obligation importante”or “substantielle”) that had not been remedied within thirty days.

The contract specified that “such immediate and automatic termination shall not be subject to any formality other than those mentioned in this clause, notwithstanding the provisions of Article 1225 of the Civil Code” — a formulation whose meaning is not entirely transparent.

Invoking a breach attributable to beIN Sports, Canal + triggered the clause and terminated the contract.

beIN Sports challenged not the operation of the resolutory clause but its very validity. According to it, because the clause failed to list the obligations whose breach would result in automatic termination, it lacked the requisite specificity and was therefore invalid.

BeIN Sports consequently asked the Paris Court of Appeal to declare the contract un-terminated, and sought specific performance.

The Court of Appeal (Paris, 31 May 2024, no. 22/14546) granted the application, holding that the resolutory clause was “null and void for want of determined object”. In the eyes of the Parisian judges, the resolutory clause — which allowed termination upon any breach of “a material obligation under the Sub-Licence Agreement (including the provisions of the Call for Tenders applicable to the present Sub-Licence Agreement)” — was excessively imprecise, having regard in particular to the fact that “interdependent contracts place upon the parties multiple and complex obligations”.

Canal + appealed to the Cour de cassation, arguing that the resolutory clause was perfectly valid notwithstanding its “sweep” formulation.

The appeal was upheld by the Commercial Chamber, on the basis of Articles 1224 and 1225, first paragraph, of the Civil Code. The decision below was quashed for failure to provide a legal basis, but only as regards the declaration of nullity of the resolutory clause and the costs ruling. The case was remitted to the Versailles Court of Appeal.

The reasoning unfolds in two stages.

The Commercial Chamber first recalls the position of the various chambers of the Cour de cassation under the pre-reform law of contract. It had been held that:

• the resolutory clause must be expressly provided for in the contract;
• the resolutory clause must express in unequivocal terms the parties’ shared intention to terminate the contract automatically;
• the resolutory clause may sanction only the breach of an obligation expressly stipulated in the contract;
• where the resolutory clause targets the breach of a specific obligation, it cannot apply to a distinct obligation.

By contrast, the pre-reform case-law did not require “that the resolutory clause list the obligations whose non-performance it sanctions; it merely requires that the parties to the contract be able to identify those obligations clearly”.

Noted. One might however wonder what to make of the last part of the sentence. What does it mean for the parties to be able to identify the obligations “clearly” when the clause itself does not do so clearly? Is not every interpretation, by its very nature, subjective?

In any event, the assertion does not exhaust the debate, since the sub-licence was concluded in 2020 — that is, under the new law of contract.

Now, the new Article 1225 of the Civil Code provides that “the resolutory clause specifies the undertakings whose non-performance will result in the termination of the contract”.

At first sight, the new rule, set in stone in statute, departs from the old rule, which was purely jurisprudential. One might therefore have expected the Cour de cassation to abandon its earlier case-law and hold that the next-generation resolutory clause must, on pain of nullity, list the undertakings whose breach will entail termination of the contract.

Yet that is not the option chosen by the Commercial Chamber.

The Chamber observes that “neither the preparatory works of Ordinance no. 2016-131 of 10 February 2016, nor the parliamentary debates leading to the adoption of Law no. 2018-287 of 20 April 2018 ratifying that Ordinance, reveal any intention on the part of the legislature to depart, as regards the conditions of validity of resolutory clauses, from the prior state of the law”.

This is a familiar piece of teleological reasoning, which consists in probing the preparatory works in order to infer the will of the “legislature”. The same reasoning had prevailed in the Green Day decision of 26 January 2022, to set aside Article 1171 of the Civil Code, and again in a recent Comuto decision of the Commercial Chamber (Cass. com., 13 May 2026, no. 24-17.137; see further L. Thibierge, “Requiem pour un contrat d’adhésion”, https://www.thibierge.law/requiem-pour-un-contrat-dadhesion/).

We had previously underlined the artificiality of probing the parliamentary debates of the ratification Law of 20 April 2018, given that the parliamentarians of 2018 are not the authors of the 2016 provisions, which were adopted by Ordinance. Probing their will is therefore no absolute guarantee. Moreover, even though the Senate Law Commission had, in 2018, taken the view that “sweep” clauses remained admissible under the new text[3], that was but one voice.

One notes that, this time around, the Commercial Chamber casts its net more widely, since it also probes the “preparatory works of the Ordinance of 10 February 2016”, without however specifying the scope of the corpus thus referred to.

In the Court’s view, if the new text did not intend to disturb the earlier solutions — if the “legislature” of 2016 codified at constant law — then sweep resolutory clauses remain valid.

For the Court, the verb “to specify”, in Article 1225, is to be understood as follows: “the requirement of specificity tends … to enable the debtor to identify, in a clear and unambiguous manner, the undertakings whose non-performance will entail automatic termination of the contract”.

Hence the rule set out in paragraph 11 of the decision: “This requirement is satisfied by a clause providing that any non-performance of certain obligations expressly stipulated in the contract will entail its termination, where the obligations concerned can be identified in a clear and unambiguous manner — it being immaterial that they are not listed in the said clause”.

And the Commercial Chamber adds: “A clause providing that any non-performance of any one of the obligations expressly stipulated in the contract will entail its termination is therefore valid, subject to that condition”.

The sweep clause, then, is not dead.

What matters is not that the clause itself list the obligations whose breach will trigger termination, but that those obligations be expressly stipulated in the contract and be identifiable without ambiguity within it.

The solution thus upholds the bulk of resolutory clauses currently in use — much to the relief of those who value contractual certainty.

The reach of the sole reservation of “clear and unambiguous identification” is, however, open to debate. If all it means is that the obligations must, in order to be sanctioned by the resolutory clause, be clearly and unambiguously identified in the contract, such that the debtor knows what it is bound to perform, then the requirement is not particularly demanding. And one cannot but wonder about the fate of certain obligations drafted in imprecise terms. Where the contract provides both that any breach of any one of the obligations may be sanctioned through the resolutory clause (a sweep clause) and that the debtor “shall develop synergies for the development of development opportunities” — or some equivalent piece of corporate newspeak — will it be held that the debtor can clearly and unambiguously identify the obligations whose breach will entail termination?

To be continued.

Takeaways

• Article 1225 of the French Civil Code does not require the resolutory clause to list the obligations whose non-performance justifies termination.
• It is enough that those obligations can be identified in a clear and unambiguous manner in the contract.
• “Sweep” clauses, which target any non-performance of an obligation expressly stipulated in the contract, remain valid — provided that the relevant obligation is identifiable.

[1]L. Andreu and L. Thibierge, “Présentation générale”, in “La réforme du droit des obligations”, special issue, AJ contrat 2018, p. 252, esp. p. 254: the requirement of precision set out in Article 1225 “does not preclude sweep resolutory clauses targeting any contractual breach” (our translation). To the same effect: F. Chénedé, “Interprétation et amélioration du nouveau droit des contrats”, D. 2017. 2214, esp. no. 35.

[2]Contra: M. Mekki, JCl. Contrats et obligations, Fasc. 70, “Effets du contrat”, § 41; Ph. Stoffel-Munck, “Réforme du droit des contrats : apports et incertitudes”, Justice et Cassation 2017, p. 264, taking the view that “the requirement that the clause specify the undertakings appears to exclude the validity of so-called ‘sweep’ clauses” (our translation). See also, in a more tentative tone, S. Guérin and N. Genty, “L’exception d’inexécution et les différentes formes de résolution du contrat”, AJ contrat 2017, p. 17.

[3]Report no. 22 by Senator F. Pillet, on behalf of the Senate Law Commission, filed on 11 October 2017, on the bill ratifying Ordinance no. 2016-131 of 10 February 2016: “The provision allows for the survival of so-called ‘sweep’ clauses. It merely requires that the clause express the circumstances in which it will operate, and therefore does not preclude the insertion of a clause providing that it will operate in the event of breach of any obligation set out in the contract. The earlier case-law upholding such clauses is therefore intended to survive” (our translation).