Jurisdiction Clauses in French Debt Disputes: Where You Can Sue

The default rule: sue at the defendant's domicile

Before a jurisdiction clause ever comes into play, French procedure starts from a simple baseline. Under Article 42 of the Code of Civil Procedure, the court with territorial jurisdiction is that of the place where the defendant lives, or, for a company, where it has its registered office. A creditor chasing an unpaid invoice must therefore, as a starting point, bring the claim before the court that covers the debtor's seat. This actor sequitur forum rei rule protects the party being sued and is the reference against which every deviation, including a contractual jurisdiction clause, is measured.

For a debt arising out of a contract, the rule is more generous to the creditor. Article 46 of the Code of Civil Procedure gives the claimant an option: in addition to the court of the defendant's domicile, the creditor may sue before the court of the place where the goods were actually delivered, or the place where the service was performed. A supplier who shipped goods to a warehouse in one region and whose customer is registered in another can therefore choose between two forums without any contractual clause at all. This option matters in practice because it lets the creditor litigate closer to its own evidence, or before a court it considers more efficient.

The choice of court is separate from the choice of the type of court. Where the debtor is a trader or a commercial company and the debt was incurred in the course of its business, the claim goes before the commercial court (or, in the twelve pilot jurisdictions running since 1 January 2025, the tribunal des activités économiques). Where the debtor is not a trader, or the debt is not commercial, the claim belongs before the tribunal judiciaire. Our note on which court hears a commercial debt sets out that division in full; a jurisdiction clause operates within it, not around it.

The jurisdiction clause in France: valid, but only between merchants

A jurisdiction clause (in French, a clause attributive de juridiction) is a contractual term that designates in advance the court that will hear any dispute. French law treats such a clause with suspicion because it lets one party pull the other away from its natural forum. Article 48 of the Code of Civil Procedure is the controlling provision: any clause that directly or indirectly departs from the rules of territorial jurisdiction is deemed unwritten, unless two cumulative conditions are met. The clause has no effect at all if either condition fails.

The first condition is that the clause must have been agreed between persons who all contracted in the capacity of merchant. A jurisdiction clause in France therefore binds in a genuine business-to-business setting, but it is void where one side is a consumer, a private individual, or a professional acting outside commercial activity. The second condition is that the clause must have been specified in a very apparent manner in the commitment of the party against whom it is invoked. A term buried in small print on the back of an invoice, or in standard conditions the other side never saw, will not satisfy this test. The purpose is to ensure the debtor accepted the departure from the default forum with full knowledge.

Because both conditions must hold, a jurisdiction clause in France is far weaker than many foreign suppliers expect. A clause that would be routine in a common-law supply contract can be struck out here simply because it was not made sufficiently visible, or because the buyer, although a company, did not contract as a merchant for the transaction in question. Where the clause fails, the court falls back on Articles 42 and 46, and the creditor is returned to the default options described above.

The creditor's options based on the place of performance

When there is no valid jurisdiction clause, the creditor's freedom of choice under Article 46 of the Code of Civil Procedure becomes the practical tool for controlling where a debt claim is heard. For a sale of goods, the relevant connecting factors are the defendant's registered office and the place of the effective delivery of the goods. For a supply of services, the alternative is the place where the service was actually provided. The creditor picks the most convenient of these when issuing the writ.

Two refinements often decide a real case. First, where the debtor is a company with one or more branches, the creditor may traditionally sue either at the company's seat or at the place of the branch with which it contracted or that has a direct link to the claim. The Cour de cassation has, however, refused jurisdiction where the document relied on was drawn up abroad and had no connection with the French branch, so the branch option is not automatic. Second, the option under Article 46 applies to the ordinary contentious action; it does not carry over to every procedure.

The most important exception is the order-to-pay procedure. Where the creditor uses the fast-track injonction de payer, it loses all choice and must apply to the court of the place where the debtor has its registered office (Article 1406 of the Code of Civil Procedure). A supplier who values the speed of that procedure therefore accepts, as its price, litigating at the debtor's seat. This is one reason the choice between a full action and an order to pay should be taken together with the question of forum, not after it.

Domestic jurisdiction bases at a glance

Cross-border jurisdiction clauses under Brussels I bis

Where the debtor is established in another European Union Member State, the domestic Articles give way to the Brussels I bis Regulation (Regulation (EU) 1215/2012). The Regulation keeps the same instinct as French law: in principle, a defendant domiciled in a Member State must be sued in the courts of that State. So a French creditor pursuing a German or Spanish company will, absent anything else, litigate in Germany or Spain. The starting point for cross-border debt is thus the debtor's home court, mirroring Article 42 at the European level.

The Regulation then adds a special head of jurisdiction for contracts. For a sale of goods, the creditor may sue in the courts for the place where, under the contract, the goods were or should have been delivered; for services, the place where they were or should have been provided. This special rule allows a French supplier to keep the case in France where delivery occurred in France, even though the buyer is abroad. It is the cross-border cousin of the Article 46 option, and it is often the difference between suing at home and travelling to the debtor's country.

Article 25 of the Brussels I bis Regulation gives contractual jurisdiction clauses their strongest footing. Where the parties have agreed that the courts of a Member State are to have jurisdiction, that agreement is, in principle, exclusive and is respected regardless of the parties' domicile, subject to form requirements. A clause conferring jurisdiction on the courts of Paris will therefore usually be upheld across the EU, provided it is in writing or evidenced in writing. This is a markedly more robust regime than the domestic Article 48, and it is why cross-border supply contracts should almost always contain an express choice-of-court term.

Drafting an enforceable jurisdiction clause

A jurisdiction clause is only as good as its drafting, and the domestic and cross-border regimes demand different things. For a purely domestic French contract governed by Article 48 of the Code of Civil Procedure, the clause must be conspicuous and both parties must be traders. For a cross-border contract under Article 25 of the Brussels I bis Regulation, the emphasis is on form and consent, but visibility and clear wording remain the safest course. A supplier selling into France should draft to satisfy whichever regime might apply, since the debtor's status and location are not always settled when the contract is signed.

Coordinating the jurisdiction clause with the rest of the contract avoids the common trap of choosing a court in one country and the law of another, which raises cost and uncertainty. It also pays to decide in advance whether an exclusive clause serves you, or whether the flexibility of the default Article 46 options is worth more; a rigid clause can occasionally lock a creditor into a less convenient forum than the law would have allowed.

Where a jurisdiction clause will be disregarded

Even a carefully drafted jurisdiction clause can be set aside, and knowing the failure points is as important as the drafting itself. The most frequent cause is the status of the parties: under Article 48 of the Code of Civil Procedure, a clause invoked against a party who did not contract as a merchant is deemed unwritten. A second cause is lack of visibility, where the clause was not specified in a very apparent way in the commitment of the party against whom it is relied on. In either case the clause simply falls away and the creditor is thrown back on Articles 42 and 46.

Certain procedures and protected parties override any clause. As noted, the order-to-pay procedure fixes jurisdiction at the debtor's seat under Article 1406, irrespective of what the contract says. In a cross-border setting, the Brussels I bis Regulation shields consumers and certain other parties, so a jurisdiction clause agreed before the dispute cannot deprive a consumer of the protective forum of their own domicile. Rules of exclusive jurisdiction, and mandatory protective rules, take priority over party choice in the same way.

The lesson for a foreign creditor is to treat a jurisdiction clause as a useful instrument rather than a guarantee. Verify the counterparty's status, make the clause conspicuous and precise, and always have a fallback plan built on the default rules. Where the clause holds, it simplifies enforcement; where it fails, the Article 46 options and the Brussels special heads of jurisdiction usually still allow the claim to proceed in a sensible forum, but often not the one the parties intended.

The interaction with arbitration clauses

A jurisdiction clause sends a dispute to a State court; an arbitration clause takes it away from the State courts altogether and gives it to a private tribunal. The two are alternatives, and a contract should not casually contain both. Arbitration requires the agreement of both parties and carries a relatively high cost, because the arbitrators must be appointed and paid. For that reason it is usually reserved for specific, high-value or technical disputes rather than the recovery of ordinary trade debts, where the speed and low cost of the commercial court or an order to pay are more attractive.

Arbitration is more common in international commerce, where parties value neutrality and the wide enforceability of arbitral awards. The Cour de cassation has recognised the autonomy of international arbitration, and an international arbitration agreement is subject to no particular form requirement. Where the parties have validly agreed to arbitrate, a State court seised of the same dispute will in principle decline jurisdiction, so an arbitration clause effectively displaces any jurisdiction clause pointing to a court. This makes the choice between the two a strategic decision to be taken when the contract is drafted, not when the debt goes bad.

For most suppliers recovering routine unpaid invoices in France, a jurisdiction clause pointing to a competent commercial court is the more practical choice than arbitration, because it preserves access to the fast enforcement tools of French procedure. Arbitration may be preferable where confidentiality, technical expertise, or cross-border enforceability outside the EU outweighs the extra cost. The point is to choose one route deliberately, and to make sure the rest of the contract, including the law and the language, is consistent with it.

A practical checklist for jurisdiction in a debt dispute

Whether or not your contract contains a jurisdiction clause, a short set of checks will tell you where you can, and where you should, sue a French debtor. The aim is to identify every court that would accept the claim, then choose among them for convenience, cost and enforcement, rather than assuming a contractual clause settles the matter.

• Identify the debtor's status: is it a merchant or commercial company, and was the debt commercial? This decides between the commercial court and the tribunal judiciaire.
• Locate the debtor's registered office: it is always an available forum under Article 42, and it is the only forum for an order to pay.
• Pinpoint the place of delivery or of performance: under Article 46 this gives you a second, often more convenient, domestic option.
• Check for a jurisdiction clause and test it against Article 48: are both parties merchants, and is the clause very apparent? If not, disregard it.
• Screen for a cross-border element: if the debtor is in another EU State, apply the Brussels I bis Regulation, including the Article 7 place-of-performance rule and the Article 25 clause regime.
• Watch for protected parties and exclusive rules: consumers and certain protective or exclusive heads of jurisdiction override any clause you have drafted.

Frequently asked questions about jurisdiction clauses in French debt disputes

Where do I sue a French debtor?

The default forum is the court of the debtor's domicile or registered office under Article 42 of the Code of Civil Procedure. For a contract debt, Article 46 also lets you sue at the place of delivery of the goods or the place where the service was performed, so you usually have a choice.

Are jurisdiction clauses valid in France?

A jurisdiction clause in France is valid only under strict conditions set by Article 48 of the Code of Civil Procedure. Both parties must have contracted as merchants, and the clause must be specified in a very apparent way. Otherwise it is deemed unwritten and the default rules apply.

Can I sue where the goods were delivered?

Yes. For a contractual debt, Article 46 of the Code of Civil Procedure gives the creditor the option of the court of the place of effective delivery of the goods, or of performance of the service, in addition to the defendant's seat. This applies to the ordinary contentious action.

Do cross-border jurisdiction clauses work?

Within the EU they work well. Under Article 25 of the Brussels I bis Regulation, a choice-of-court agreement is in principle exclusive and is respected regardless of the parties' domicile, subject to form requirements. This is a stronger regime than the domestic Article 48.

When is a jurisdiction clause void?

A domestic jurisdiction clause is treated as unwritten where one party did not contract as a merchant, or where the clause was not made very apparent. It is also overridden by protective rules, such as those shielding consumers, and by the order-to-pay procedure, which fixes the debtor's seat.

Does a jurisdiction clause apply to an order to pay?

No. The fast-track injonction de payer must be brought before the court of the debtor's registered office under Article 1406 of the Code of Civil Procedure, whatever the contract says. If you value that procedure, you accept litigating at the debtor's seat.

Should I choose a jurisdiction clause or arbitration?

For routine trade debts a jurisdiction clause pointing to a competent commercial court is usually cheaper and faster than arbitration. Arbitration suits high-value, technical or international disputes where neutrality and enforceability outside the EU matter, but both parties must agree and the cost is higher.

How our French lawyers help with jurisdiction in debt disputes

Petroff Avocats advises both creditors and debtors on where a French debt claim can and should be litigated. For suppliers, we draft jurisdiction, choice-of-law and language clauses that survive the tests of Article 48 of the Code of Civil Procedure and Article 25 of the Brussels I bis Regulation, and we choose the forum that best supports fast recovery and enforcement. For debtors facing a claim in an inconvenient court, we assess whether a jurisdiction clause is void or unwritten and raise jurisdiction objections where the law allows. Whether your dispute is domestic or cross-border, we map every available forum before a writ is issued.

This article is for general information only. It does not constitute legal advice and cannot replace a tailored analysis of your contract and dispute. The rules of territorial jurisdiction, the validity of a jurisdiction clause, and the cross-border regime depend on the facts of each case. Contact our French lawyers for advice on your situation.