Durand-Fontanel Avocat (Attorney at Law)
advises you to develop your buisness
in France and abroad,
always by your side.

Me. Cyrille Durand-Fontanel advises companies and their leaders in business law (with issues in contracts, competition, intellectual property, distribution, HR and corporate).

He has negotiated contracts and resolved disputes in more than 40 countries (as attorney at law and before as General Counsel and member of the board of Directors for subsidiaries of major corporations).

Commercial and industrial contracts

Our recommendations

In France,

bannish clauses creating an obvious imbalance in the rights and obligations between the parties: they are void in law (e.g. article 442-1, I of the French code de commerce) and create legal uncertainty contrary to a healthy and lasting relationship.

In the international,

check the applicable laws of the third country (international convention, UNO, ILO, …, regional treaty, supranational law, …), 

as in France, exclude the application of the suppletive international law  (e.g. Vienna convention on the international sale of goods, the Unidroit principles , …), make sure of the respect of the international public policy (respect of the conventions ILO, human rights*, UN embargoes, and/or USA, NATO, European Union, …), and supranational rights (FCPA, UKBA, law SAPIN II , …).

Examples of performance

Drafting and negotiation of industrial contracts

  • Engineering, design, construction and maintenance of all or part of fctories from 12M € to 50M € (France, Tunisia, …),
  • R & D, transfer or co-ownership of patent or know-how, patent license or know-how (France, Denmark, Germany, Russia, Brazil, China, Italy, Japan, USA, …),

  • subcontracts (with or without associated license, “Tolling”) for industry or construction.

Drafting and negotiation of commercial , purchases, sales or distribution contracts

  • General Terms and Conditions of Sale,  General Terms and Conditions of Purchase,
  • commercial, precarious, construction leases,

  • contracts for sales agents, business introducers, commissionaire, wholesalers, certified distributors, franchises of products or services,

  • in France et in more than 25 countries.

Merger / Acquisition / Disposal / Restructuring / Joint Venture / Associate Agreement

  • Drafting and negotiation in France and in more than 20 countries,
  • audit, creation of your data room, due diligence,
  • Drafting and negotiation of your agreements,
  • coordination of internal or external actors.

Our recommandations


  • Perform an organizational audit and documentary collection of all the business and assets of your activity and / or company, create the data room,
  • list and evaluate legal assurances and possible complementary,
  • draft a transfer contract project accordingly.


  • conduct an audit of the quality and market value of the stocks
  • refuse the seller’s limiting clauses of responsibilities where “the seller is only liable for items that the executive management at the time of sale (or even before) would have known”.

Examples of performance

  • Acquisitions of shares from 300K € to 200M € in France and Germany,
  • transfer of the assets of an industrial business (factory, stock, customers, transfers of employees …),
  • transfer of an industrial engineering activity and prime contractor urgently and gently,
  • Acquisition of business service funds to the industry and other assets on Reunion Island with a 6-year guaranteed land call option,
  • negotiation and creation of an industrial and commercial joint venture in Tunisia,
  • buyout from the local partner of industrial and commercial joint venture in Malaysia
  • acquisition of an industrial and commercial division located on 4 continents.

Management of ethics, compliance and lobbying

  • When reorganizing a management committee,
  • on the occasion of a weakness noted or an administrative or judicial inquiry concerning ethics, compliance with competition law or other equivalent
  • in any negotiations with a partner if you operate directly or indirectly internationally, or if your partner operates directly or indirectly internationally,
  • when a lobbying action is considered,
  • each time Me C. Durand-Fontanelp can intervene in the respect of the regulation of the professional secrecy.

Our recommandations

  • Put in place a charter mentioning the principles to be respected in social and environmental matters, good governance, and competition law,
  • where necessary, define and establish an overview of the perimeter concerned,
  • list the applicable regulations (in force, anticipated or announced),
  • share the results of the audit with the required people,
  • implement regular training * from top management to middle management and the operational staff concerned (* Me C. Durand-Fontanel is a duly registered Training Organization).

Examples of performance

  • Avoid the inappropriate application of regulations,
  • prepare witnesses for questioning,
  • to the European Commission for the guarantee of durable consumer goods,
  • lobbying Bercy for anti-dumping proceedings.

Creation and development of start-ups

Our recommandations

  • Draft an associates or shareholders’ pact (before agreeing on the Statutes) to define the role of each taking into account your business plan, provide for a cross sale agreement between any partner or shareholder and determine the conditions of exit and transfer of their shares,
  • if you install your registered office in a condominium read its rules to make sure that your business is compatible, otherwise do the necessary procedures.

Examples of performance

  • Creation and development of start-up  that sales capital goods to the consumer and services for professionals of major brands,
  • regular interventions with members of business incubators.

Real estate

  • commercial leases (with a duration less than 3 years or statutory),
  • building lease
  • “off-plan” property sale
  • residential lease

Cyrille Durand-Fontanel first developed a significant business experience in the field of commercial leases,, then in the fiel of residential lease at the request of many of his clients, when he became a lawyer.

Our recommandations

  • Respect the factual and legal conditions
  • comply with the increasingly demanding and wide-ranging formalism both (i) when drafting any contract and its minimum annexes, and (ii) upon the termination or the end of the contract concerned,
  • these operations and contracts concerned require a significant anticipation for the correct establishment of any document in order to respect the right (i) on the substance, besides (ii) the good communication or delivery of any act, most of the time by bailiff,
  • Everything to know about the prevention and management of housing rental claims:


Examples of performance

  • Audit, drafting and advice on commercial leases with adaptation and consolidation of the rent clause,
  • drafts and negotiations of commercial “off-plan” leases  with reinforcement of the preconditions before the entry into force of the commercial lease,
  • obtaining recognition of the termination of the residential lease,
  • questioning the liability of the rental management agency at fault with respect to its limited partner, the lessor,
  • in France, Tunisia, Malaysia, Belgium, Germany, Sweden, …

Compliance with competition law

Our recommandations

  • never agree on prices or any market sharing with competitors or suppliers or customers (risk: up to 10% of the group’s turnover),
  • put in place a charter outlining the principles to be respected in competition law in addition to social and environmental principles and good governance,
  • inform and train all of your management and staff, repeat this training regularly for buyers and salesrepresentative in particular or people likely to be in contact with your competitors,

Our solutions:

1°) we agree an audit to do (poste concernés, échanges concernés, …), et/ou;

2°) je crée pour votre entreprise une formation pour les dirigeants opérationnels, les acheteurs et/ou les commerciaux (cette formation peut être financée en tout ou partie par votre OPCA/OPCO puisque mon cabinet est un Organisme de Formation enregistré (n° 11 75 54483 75) et  »DataDocké »; votre OPCO répond en général en 10 jours. C’est en principe assez rapide.