Lesson 1Contractual clauses relevant to disputes: limitation of liability, warranty, payment schedule, termination, and dispute resolution clausesThis section reviews key contractual clauses affecting disputes in service agreements, including limitation of liability, warranties, payment schedules, termination, and dispute resolution, and highlights drafting pitfalls and enforceability limits.
Limitation and exclusion of liability clausesService warranties and conformity guaranteesPayment schedules, milestones, and late feesTermination clauses and notice proceduresJurisdiction, arbitration, and mediation clausesLesson 2Interpretation and terms: express clauses, implied obligations, contractual purpose, and performance timelinesThis section covers interpretation of contracts under French law, focusing on express clauses, implied obligations, contractual purpose, and performance timelines, and shows how courts resolve ambiguity in service agreements.
Literal vs purposive interpretation methodsImplied obligations of cooperation and loyaltyDetermining contractual purpose in servicesTime of performance and reasonable deadlinesHandling ambiguous or conflicting clausesLesson 3Remedies for breach under the Civil Code: specific performance, price reduction (réduction du prix), termination, and damagesThis section details Civil Code remedies for breach, including specific performance, price reduction, termination, and damages, and explains how parties choose, combine, or sequence these remedies in service agreement disputes.
Conditions for specific performance in servicesPrice reduction (réduction du prix) mechanicsTermination for breach and formal noticeCumulative or alternative use of remediesJudicial control and contractual limitationsLesson 4Non‑performance and breach: types of breach (delay, defective performance), anticipatory breach, partial performanceThis section explains non-performance under French law, distinguishing delay, defective performance, and partial performance, and introduces anticipatory breach, its conditions, and its impact on available contractual remedies.
Simple delay and mise en demeure requirementsDefective performance and non-conformity analysisPartial performance and divisible obligationsAnticipatory breach and serious future defaultImpact of breach type on available remediesLesson 5Sources and hierarchy of French law: Code civil, jurisprudence, doctrine, Legifrance navigationThis section introduces the main sources of French contract law, explains the hierarchy between Code civil, case law, and doctrine, and provides practical guidance on using Legifrance to locate and read up-to-date legal materials.
Role and structure of the Code civilPrecedent value of jurisprudence in practiceUse of doctrine and soft law materialsPublic policy rules and contractual freedomNavigating Legifrance for contract researchLesson 6Obligations of the service provider and client: diligence, information, conformity, and resultant obligationsThis section analyzes the respective obligations of service providers and clients, including duties of diligence, information, conformity, and result, and explains how these duties shape liability and project management.
Obligation of means vs obligation of resultDuty to inform, advise, and warn the clientClient cooperation and content provisionConformity of services to agreed specificationsAllocation of risk and shared responsibilitiesLesson 7Calculation of damages: principles (loss causation, foreseeability, mitigation), compensatory vs. penal clauses, liquidated damagesThis section explains how damages are calculated in French contract law, addressing causation, foreseeability, mitigation, and the distinction between compensatory damages, penalty clauses, and liquidated damages in service contracts.
Causation and proof of contractual lossForeseeability and limitation of recoverable lossDuty to mitigate and client cooperationPenalty and liquidated damages clausesLoss of chance and loss of profit claimsLesson 8Application of general rules to digital and web development services: performance standards, acceptance testing, and professional obligations of a freelance developerThis section applies general contract rules to digital and web development services, covering performance standards, acceptance testing, deliverables, and the professional obligations and liability exposure of freelance developers.
Defining scope, deliverables, and milestonesIndustry standards and best-effort obligationsAcceptance testing, bugs, and correction periodsChange requests, agile methods, and variationsFreelancer professional liability and insuranceLesson 9Formation of contracts under French law: offer, acceptance, consent, capacity, and written requirementsThis section presents the rules on contract formation under French law, including offer, acceptance, consent defects, capacity, and written form, with examples tailored to service and freelance development agreements.
Valid offer and withdrawal conditionsAcceptance, silence, and electronic consentCapacity of companies and individualsVitiated consent: error, fraud, duressWritten form, e-signatures, and evidence
