Article 1119

 Uniformity of risk and liability, the conditions are always the same whether we sell 1 or
1000 articles.
 The clauses of the contract remain always the same.
 For the company it means a uniformity of risk and liability.
 The company knows what is it exposing to
 There conflict when conditions are not compatible between two companies
 It’s the normality for the company and not for contract law. The general assumption is
that the contract is negotiated clause by clause, because the company wants to sell
rapidly.

The general conditions only apply when

Clauses that are different they don’t have effect, they’re not binding

Example: company A has certain conditions that says that whatever company sells remains the
ownership of company A until full payment of the price, the buyer company B has the opposite
clause, whatever we buy we become immediately owner of the goods even if we haven’t paid the
full price yet.

These incompatible rules have no legal effect the parties may disregard because they’re not legally
binding.

 A clause contractuelle cannot be a mandatory rule

 A clause can only be binding if is valid or non-binding because it has been invalidated by
the governing law of the contract
 Regardless of the date of the delivery or the conclusion of the contract, what matters is
when the full payment will occur.

Article 1128

It is necessary to validate a contract

1. Consent of the parties: If there’s no consent from both parties there’s no contract
2. Capacity to enter the contract: you have to be older and being capable to enter the
contract (healthy, sober…)
3. Lawful and certain content: what matters are the clauses that are really in the contract,
they have to be in conformity with the law. Retention of title clause: is lawful in French
law, however the contract remains lawful because the article 1153 is a non-mandatory
rule.
 The liceity is the most important thing because the government knows what we’re doing is
has to be in order with the law.

When illegality - This conduct concerns 2 different levels of French Law:

 Privat contract law
 Criminal Law

There must be a sufficient number but also enough details so that the parties know what they will
be bounding to.

 There’s no bad faith in the mistake

 Duress can be physical or psychological (a threat)
 The burden of proof relies with the claimant or if unclaimed
 The respondent
 Mandatory rules and public policy provisions are the same – they cannot be derogated by
the contract

Article 1130

A duress comprises consent when they are sure that without them the one party wouldn’t
have concluded the contract or under significantly different conditions.

A judge will be more in favor if there’s been duress if the circumstances of consent were very
difficult to the party, in a fair where there’s a lot of noise and the seller is not paying attentions
and the client didn’t have enough time to consider the good that were proposed to him.