So-called “catch-all” termination clauses allow for the termination of a contract in the event of a breach of any contractual obligation, without necessarily listing them one by one. In a ruling published in the Bulletin on June 3, 2026 (No. 24-19.612), the Commercial Chamber of the Court of Cassation affirmed their validity by clarifying that Article 1225 of the Civil Code does not require the specific enumeration, within the termination clause itself, of the obligations affected by a breach, provided that they can be clearly and unambiguously identified within the contract.
Background
The dispute involved Groupe Canal+ against beIN Sports France and the LFP. It concerned a sublicense agreement entered into on February 11, 2020, for the marketing of television broadcast rights to Ligue 1 and Coupe de France soccer matches.
This contract included a termination clause (Article 3(e)) providing for automatic termination in the event of a breach of a “material” (or “substantial”) obligation that had not been remedied within thirty days of formal notice. In July 2021, Canal+ notified beIN Sports of the termination of this contract, invoking this clause.
The Debate
The Paris Court of Appeals, in a ruling dated May 31, 2024, had declared this termination clause null and void. The appellate judges had found that the terms penalizing a breach of a “material obligation” were not sufficiently precise. In their view, Article 1225 of the Civil Code made the validity of the clause contingent upon a defined and detailed statement of the obligations that could give rise to non-performance.
This interpretation was part of a doctrinal debate that had persisted for years, supplemented by conflicting case law (in favor of the validity of the “catch-all” clause: Colmar Court of Appeal, Jan. 4, 2023, No. 21/01716; Angers Court of Appeal, Nov. 8, 2022, No. 21/02651; and against it: Paris Court of Appeal, May 31, 2024, No. 22/14546; Aix-en-Provence Court of Appeal, Nov. 3, 2022, No. 21/14801).
Indeed, since the 2016 reform of contract law, some authors argued that the term “specifies” in Article 1225 required that all relevant obligations be exhaustively detailed within the clause itself, on pain of nullity.
The reasoning of the Court of Cassation
The Court of Cassation overturned the Court of Appeals’ decision and confirmed that Article 1225 of the Civil Code does not require a termination clause to specifically list the obligations whose breach it penalizes. Regarding the degree of precision required by this provision, the Court held that “the requirement for specificity set forth in Article 1225, paragraph 1, of the Civil Code aims, in accordance with case law prior to the order of February 10, 2016, to ensure that the debtor can clearly and unambiguously identify the obligations whose non-performance will result in the automatic termination of the contract.”
The Court of Cassation then elaborates on this reasoning by holding that “a clause that provides that any failure to perform certain obligations expressly set forth in the contract will result in its termination meets this requirement, provided that the obligations in question can be identified clearly and unambiguously, regardless of whether they are listed in said clause.”
The Court of Appeals’ decision is therefore overturned, and the case sent back to the Court of Appeals so that it may conduct this analysis.
In practice, it is therefore advisable —especially in the presence of a catch-all clause—to systematically verify whether the obligations undertaken therein are stipulated clearly and unambiguously enough to be identifiable beyond any possible dispute.
Furthermore, drafters are also advised to expressly list the breaches considered decisive or essential directly within the termination clause. This precaution is particularly necessary for breaches that may justify immediate termination of the contract (without prior notice or a period for remedy), in order to ensure their precise identification and to avoid any uncertainty regarding their severity or scope.
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