Article 1195 of the Civil Code allows for the renegotiation of a contract that has become excessively onerous following an unforeseen change in circumstances. The party continues to perform its obligations during the renegotiation process. If the renegotiation fails, the parties may terminate the contract or jointly bring the matter before a judge. If no agreement is reached within a reasonable timeframe, the judge may revise the contract or terminate it.
You've been delivering at a price set two years ago. Each order now costs you more than it earns. The contract doesn't include a price revision clause. Your client refuses to raise the price.
Article 1195 appears to offer a way out. However, it is more restrictive than it seems. It requires proving that the event was unforeseeable, quantifying the additional cost, and continuing to perform the contract. Crucially, the text does not provide for any expedited procedure before a judge.
Our analysis: this text is a paper tiger in court, but a real bargaining chip. This article details the conditions, the procedure, the limitations, and the mistakes to avoid, along with relevant rulings.
What does Article 1195 of the Civil Code say?
Why does this mechanism exist?
- March 6, 1876Craponne CanalCourt of Cassation: refusal to modify the contract
- March 30, 1916Bordeaux General Lighting CompanyCouncil of State: compensation in response to rising coal prices
- October 1, 2016Contract Law Reform:Unforeseen Circumstances in General Contract Law
- May 26, 2023Constitutional CouncilExclusion of financial contracts in accordance with the Constitution
The text, paragraph by paragraph
Article 1195 stems from Ordinance No. 2016-131 of February 10, 2016. This ordinance reforms contract law, the general regime of obligations, and the law of evidence. The text states:
"If an unforeseen change in circumstances at the time the contract was concluded makes performance excessively onerous for a party who did not agree to assume the risk, that party may request renegotiation of the contract from its counterparty. It continues to perform its obligations during the renegotiation.".
In the event of refusal or failure to renegotiate, the parties may agree to terminate the contract, on the date and under the conditions they determine, or jointly request the judge to adapt it. If no agreement is reached within a reasonable time, the judge may, at the request of one party, revise the contract or terminate it, on the date and under the conditions he sets
The first paragraph sets out the conditions and the first step: a request for renegotiation addressed to the other party to the contract. The party making the request must continue to perform its obligations.
The second paragraph addresses the failure of negotiations. The parties may agree to terminate the contract or jointly request that the judge modify it. If no agreement is reached within a reasonable timeframe, either party may ask the judge to revise or terminate the contract.
Why does this mechanism exist?
For a long time, civil judges refused to modify a contract because the economic balance had changed. The Canal de Craponne ruling, handed down by the Court of Cassation on March 6, 1876, symbolizes this refusal.
The administrative judge had chosen a different path. On March 30, 1916, in the case of the Compagnie générale d'éclairage de Bordeaux, the Council of State ruled that the concession holder remained obligated to provide the service. It granted the concession holder compensation in light of the rising price of coal.
The 2016 reform introduced the doctrine of unforeseen circumstances into general contract law. It left Article 1103 unchanged: "Legally formed contracts have the force of law for those who entered into them."
To which contracts does it apply?
The ordinance came into force on October 1, 2016. Article 9 specifies that contracts concluded before that date remain subject to the previous law. Therefore, Article 1195 does not, in principle, apply to a contract signed in 2015.
The case of a contract renewed or tacitly extended after this date is debatable. It must be examined whether the renewal created a new contract.
An additional exclusion applies to finance. Article L. 211-40-1 of the Monetary and Financial Code excludes Article 1195 for obligations arising from transactions in securities and financial contracts. These are mentioned in sections I to III of Article L. 211-1 of the same code.
The Constitutional Council ruled this exclusion to be in accordance with the Constitution on May 26, 2023 (decision no. 2023-1049 QPC).
Administrative contracts, however, fall under a separate theory of unforeseen circumstances, derived from the case law of the Council of State.
What are the conditions for the application of Article 1195?
Three cumulative conditions
- An unforeseen change in circumstances
- An excessively expensive execution
- An unacceptable risk
Conditions met, to be established by the party invoking the text
Three conditions must be met. They are cumulative, and it is up to the party invoking the text to establish them.
| Condition | What this means | What you need to be able to prove |
|---|---|---|
| An unforeseen change in circumstances | The event was not foreseeable at the time the contract was signed. The assessment is made as of that date. | The situation at the time of signing, the information available at the time, the extent of the change. |
| An excessively expensive execution | The contract remains enforceable, but at a cost disproportionate to the benefit it provides. | Figures: invoices, cost prices, indices, dated comparison between the signing and today. |
| An unacceptable risk | The party did not agree to assume the risk of changing circumstances. | Reading the clauses: price, indexation, waiver of unforeseen circumstances, allocation of risks. |
An unforeseen change in circumstances
Unpredictability is assessed at the time the contract is concluded. The judge considers what a prudent professional could have foreseen at that time.
The term "change of circumstances" is neutral. It can be commercial, financial, regulatory, or scientific, abrupt or gradual. What must be unpredictable is the magnitude of the change.
In a cyclical or volatile market, your counterparty will often argue that the fluctuation was predictable. Anticipate this objection when drafting your request.
An excessively expensive execution
The assessment is objective. The judge compares the cost of execution to the benefit that the contract provides, and considers the overall commercial balance.
The word "excessively" is key. You need to demonstrate a significant imbalance, not just a slightly lower margin than expected. The proof is in the accounts: purchase invoices, cost prices, indices, and dated comparisons.
The claimant must also establish the causal link between the event and the additional cost. An additional cost attributable to your own fault does not fall under the doctrine of unforeseen circumstances.
A risk you did not accept
Article 1195 does not protect the party who has agreed to assume the risk. This acceptance is evident in the contract: fixed price, waiver of the doctrine of unforeseen circumstances, contractual allocation of risks.
The Paris Commercial Court placed the burden of proof on the plaintiff to demonstrate that they had not accepted the risk (Paris Commercial Court, November 15, 2023, Case No. 2022 026 332). A fixed price for several years will often be presented by your contracting party as an accepted risk.
The contract may exclude or modify article 1195
Article 1195 is not a matter of public policy. The parties may exclude it or include their own mechanism, such as a hardship clause. Therefore, reread the contract before taking any action: it will be the first point your counterparty raises.
A hardship clause governs renegotiation: triggering event, procedure, deadlines, consequences of failure. An indexation clause adjusts the price automatically, and Article 1195 does not preclude these clauses.
The good faith requirement of Article 1104 remains applicable even if Article 1195 is disregarded. This rule is a matter of public policy: "Contracts must be negotiated, formed, and performed in good faith."
How to request renegotiation, step by step
The request for renegotiation, step by step
- Check the contract before writing
- Formalize the request for renegotiation
- Continue running during the discussion
- Negotiate in good faith, then choose a way out
- What the judge can decide
Check the contract before writing
Start with the date the contract was concluded. Then look for any clause that excludes or modifies Article 1195, or that provides for indexation, renegotiation, or prior mediation.
Also check that the request is realistic. If you expect a modification to the contract, make sure that the other party can reasonably accept it.
Formalize the request for renegotiation
Article 1195 does not specify a form or time limit for the application. A dated written document, with proof of receipt, remains essential to justify the action taken before a judge.
The letter outlines the circumstances, their quantified consequences, and the terms of the proposed renegotiation. According to the analysis published by Squire Patton Boggs, the request must be made without undue delay and must be substantiated, as required by the UNIDROIT principles.
Include the three options provided for in the text: simple renegotiation, termination, and joint referral to a judge to adapt the contract. A general refusal, whether express or tacit after a reasonable period, then allows for referral to a judge.
The care taken in drafting this letter matters. The Paris Commercial Court ruled on November 15, 2023, that prior renegotiation is a prerequisite for the admissibility of the request for revision.
In this case, the court accepted only a simple email expressing a willingness to "move forward," followed by a unilaterally notified price increase. Don't count on this flexibility: submit a written, reasoned, and itemized request.
Continue running during the discussion
The text is clear: the party requesting renegotiation continues to fulfill its obligations. Reducing deliveries or applying a new price without agreement puts you in breach of contract.
The Paris Judicial Court confirmed on February 13, 2024 (RG n° 20/09116) that the contract must continue to be executed during the renegotiation.
In a rent dispute, a tenant invoked unforeseen circumstances to avoid paying. The Paris Court of Appeal refused to exempt him from this defense (Paris Court of Appeal, Division 1, Chamber 2, June 2, 2022, No. 21/19284).
Negotiate in good faith, then choose a way out
Negotiate using a written schedule: meeting dates, response deadlines, documents exchanged. This record will serve as evidence if the discussion fails.
Your contracting party is not obligated to accept a revision. According to Squire Patton Boggs' analysis, rulings by the Paris Judicial Court in February 2024 established that refusing to renegotiate is not a breach of contract. However, the refusal triggers the subsequent legal proceedings outlined in the agreement.
If negotiations fail, three options are available. The parties can agree to terminate the contract, or jointly request that the judge amend it. If no agreement is reached within a reasonable timeframe, either party can petition the judge to revise or terminate the contract. The text does not define this timeframe; it is up to the judge to determine it.
What the judge can decide
The judge may revise or terminate the contract, on the date and under the conditions he determines. Article 1195 does not provide any criteria for revision, and the judge's discretion is very broad.
This freedom presents an uncertainty for both parties. It argues for a negotiated solution rather than a legal gamble.
Why Article 1195 remains a paper tiger before the judge
He changes its use
Before the judge
A paper tiger
- A narrow scope
- A rare case law
- No dedicated procedure
- A trial judge who is not very quick
In the discussion
A bargaining chip
- An event
- A file with figures
- A written request
- A sustained performance
In an article published in March 2022, we already compared Article 1195 to a paper tiger. This provision seems threatening, but it has little effect when one tries to use it. This analysis remains relevant, with a few additional points of reference in case law.
A narrow scope of application and sparse case law
The conditions of Article 1195 are cumulative, and each must be proven. The first obstacle is therefore to fall within the scope of the text.
The Commercial Chamber of the Court of Cassation issued its ruling on June 26, 2024 (appeal no. 23-12.586, judgment not published in the Bulletin). An AdBlue supplier had informed its client of its intention to terminate the contract on the grounds of unforeseen circumstances, unless there was a price change. The supplier cited the increase in the price of urea, linked to the rise in gas prices.
The Paris Court of Appeal had rejected his request. The Court of Cassation overturned this ruling of November 25, 2022. It criticized him for failing to provide an explanation regarding the invoices submitted by the supplier.
The lesson is practical. This decision does not allow for any review: it mandates an examination of the accounting records. The financial file is the core of any request.
Dimitri Houtcieff, a professor of law, titled a study published in the Gazette du Palais "Judicial Resistance to Unforeseen Circumstances." The decisions cited in this article mainly concern the admissibility, proof, and continued performance of the contract, not the granting of a revision.
No dedicated procedure, a slow-moving trial judge
Article 1195 does not specify any particular procedure. It only refers to the "judge." However, the judge in summary proceedings, who rules quickly, has limited powers to revise or terminate a contract on the basis of Article 1195.
The Paris Court of Appeal ruled that these provisions allow for a request for renegotiation, without exempting the tenant from fulfilling their obligations during the renegotiation period (Paris Court of Appeal, June 2, 2022, No. 21/19284). It added: "Only the trial judge can adapt, revise, or terminate the contract." This ruling was issued in summary proceedings, concerning commercial leases primarily predating October 2016.
The court concluded that the request exceeded the powers of the judge in summary proceedings.
Our analysis: the trial judge rarely makes a quick decision, even through expedited or short-term procedures. However, a company that loses money on every delivery doesn't have time to wait.
A bargaining chip rather than a legal recourse
This observation does not render Article 1195 useless. It changes its purpose. The text provides a framework for initiating discussion: an event, an encrypted file, a written request, and continued execution.
Your counterparty knows that a refusal opens the door to legal action, with an uncertain outcome for them as well. This shared uncertainty can make a settlement more advantageous than a lawsuit.
Therefore, there is no reason to place great hopes on the text, nor to excessively fear its implementation.
Article 1195, force majeure or exception of non-performance: which to invoke?
How does a lawyer choose between these options?
A contract that is becoming difficult to execute- A hardship, indexation, or price revision clauseThe premium clauseif it exists
- Execution is impossibleForce majeurearticle 1218
- The other party is failing to meet its obligationsException of non-performancearticle 1219
- The execution is only more expensiveArticle 1195the unforeseen additional cost
Several tools address a contract that is becoming difficult to execute. They do not all target the same situation.
Force majeure, when performance is impossible
According to Article 1218 of the Civil Code, force majeure requires an event beyond the debtor's control. It could not reasonably have been foreseen at the time of signing, and its effects cannot be avoided by appropriate measures. Above all, it "prevents the performance" of the obligation.
The difference with unforeseen circumstances lies in this last point. With unforeseen circumstances, performance remains possible but becomes excessively onerous. If the impediment due to force majeure is temporary, performance is suspended, unless the delay justifies termination.
If it is definitive, the contract is automatically terminated. Our article on force majeure and the party obligated to perform explains this concept in detail.
The exception of non-performance, when the other party fails to fulfill its obligations
Article 1219 allows a party to refuse to perform its obligation, even if due, if the other party does not perform its own. This non-performance must be sufficiently serious.
It addresses a breach of contract, not a change in circumstances. Our article on the exception of anticipatory non-performance details its conditions and risks.
The clause in the contract, when it exists
A hardship, indexation, or price revision clause takes precedence over the legal text, since Article 1195 is supplementary. It is the first tool to be used. It should be read in conjunction with Article 1195, which it supplements or replaces.
How does a lawyer choose between these options?
To make a decision, a lawyer asks four questions, in this order:
- Was the contract concluded after October 1, 2016?
- Does it contain an exclusion, hardship, or indexation clause?
- Is execution impossible, or just more expensive?
- Is the other party itself failing to meet its obligations?
The answers point towards the tool. The clause takes precedence if it exists. Force majeure refers to impossibility, the exception of non-performance to the breach by the other party. Article 1195 remains relevant for unforeseen additional costs.
Commercial leases and companies in difficulty
The issue is debated regarding commercial leases. The Versailles Court of Appeal rejected Article 1195 in favor of the three-year review of the lease agreement. This review falls under Article L. 145-38 of the French Commercial Code (Versailles Court of Appeal, December 12, 2019, Case No. 18/07183).
The Paris Judicial Court ruled on February 13, 2024, that no legal provision excludes this mechanism for commercial leases. Therefore, analyze the lease before taking any action.
If your own business is experiencing difficulties, other tools are available. Book VI of the French Commercial Code outlines prevention, conciliation, and insolvency proceedings. Our page on ad hoc mandates and conciliation presents these solutions negotiated with creditors.
Three situations where Article 1195 is invoked
The supplier and the customer
The supplier
- Check the contract date and the absence of any exclusion clauses
- Gather your invoices and your clues
- Continue to deliver
Reply in writing
The client
- Request the supporting figures
- Check the contract date and clauses
- He continues to fulfill his obligations himself
The supplier is caught between a fixed price and rising costs
A supplier has committed to a fixed price for several years. The cost of his raw materials is rising sharply, and he is selling at a loss.
He checks the contract date and the absence of any exclusion clauses. He gathers his invoices and supporting documentation, then submits a reasoned and itemized claim. He continues to deliver. The decision of June 26, 2024, demonstrates the importance of this evidentiary file.
The customer who receives a request for a price revision
Conversely, a buyer receives a registered letter. His supplier is demanding a new price, citing article 1195. He is not obligated to accept it, but it is in his interest to respond in writing.
He requests detailed financial statements, verifies the contract date and clauses, and continues to fulfill his obligations himself. Refusing to renegotiate is not considered a breach of contract according to Parisian court rulings from February 2024, but this refusal can lead to legal action against the supplier.
The contract was signed before October 2016
In a third case, a distribution contract was signed in 2014 and was never replaced. Article 1195 does not apply in principle.
The contractual route remains: a renegotiation clause, if one exists, or a negotiated amendment. If the contract was renewed after October 1, 2016, by a new agreement, the question is reopened.
Mistakes to avoid and reflexes to adopt
Three common mistakes
- Suspend or modify execution without agreement
- Writing without having read the clauses
- Arriving without an encrypted file
Three useful reflexes
- Date the event and keep the evidence
- Propose a costed solution
- Review the contract for the future
Three common mistakes to make before invoking Article 1195
- Suspending or modifying performance without agreement is prohibited. The text mandates continued performance. Terminating the relationship without sufficient notice may also lead to legal action for abrupt termination of business relations.
- Writing without having read the clauses. A waiver of unforeseen circumstances, a hardship clause or prior mediation changes the analysis.
- Arriving without a detailed accounting file. The Court of Cassation overturned, on June 26, 2024, a ruling that had not examined the invoices produced.
Three useful reflexes
- Date the event and keep evidence from the first day: invoices, clues, written exchanges.
- Propose a costed solution: new price, payment schedule, volumes or duration.
- Review the contract for the future: hardship clause, indexation, exclusion or not of unforeseen circumstances, renegotiation schedule.
Before writing to your contracting party, have your contract reviewed
Everything is decided beforehand
- The date of the contract
- The clauses
- The encrypted file
- Drafting the application
- Sending the letter
What happens before the letter is sent
Article 1195 cannot salvage a poorly planned contract, but it can open up useful negotiations when used methodically. Everything hinges on what's done beforehand: the contract date, the clauses, the detailed cost estimate, and the drafting of the request.
What a lawyer can do
A lawyer can analyze your contract, choose the right legal basis, prepare your claim, or respond to one you have received. They cannot guarantee a specific outcome, but they can prevent you from losing rights through a poorly executed legal process.
Frequently Asked Questions about Article 1195
Can my 2015 contract invoke article 1195?
In principle, no. Article 9 of the ordinance of February 10, 2016, stipulates that contracts concluded before October 1, 2016, remain subject to the previous law. The case of a contract renewed after that date is debatable. If in doubt, have it checked to see if the renewal created a new contract.
Can I suspend my deliveries during the renegotiation?
No. Article 1195 specifies that the party requesting renegotiation continues to perform its obligations during the renegotiation process. The Paris Judicial Court reiterated this on February 13, 2024. Suspending or reducing your deliveries would place you in a situation of non-performance, even if your request for renegotiation is otherwise justified.
Can my client refuse to renegotiate the price?
Yes, according to rulings by the Paris Judicial Court in February 2024, refusing to renegotiate is not a fault. However, it triggers the procedure outlined in Article 1195: if no agreement is reached within a reasonable timeframe, the matter can be brought before a judge. The Paris Commercial Court ruled that prior renegotiation is a prerequisite for the admissibility of the claim.
Can the judge revise the price of the contract?
The law allows for this. If no agreement is reached within a reasonable timeframe, the judge may, at the request of one party, revise the contract or terminate it. In practice, however, such a request is difficult to obtain. The conditions are strict, the evidence is quantifiable, and no expedited procedure is provided. No outcome can be guaranteed.
Does a fixed price clause preclude the application of Article 1195?
Not automatically, but it will be invoked against you. Article 1195 is not a matter of public policy: the parties can exclude or modify it. Your contracting party will argue that you accepted the risk. The exact wording of the clause, and the existence of an express waiver, must be analyzed before any claim is made.
What is the difference between unforeseen circumstances and force majeure?
Force majeure, as defined in Article 1218 of the French Civil Code, requires that the event prevent the performance of the obligation. Unforeseen circumstances, as defined in Article 1195, refer to situations where performance remains possible but becomes excessively onerous. The consequences differ: automatic suspension or termination for force majeure, and renegotiation followed by potential judicial intervention for unforeseen circumstances.
Content prepared by the Contracts, Distribution and Franchise Department of ARST Avocats. Lead lawyer: Morgan Jamet, founding partner, Paris Bar. Texts and decisions verified with official sources. Updated October 2026.
