In French commercial litigation, disputes over unpaid invoices rarely turn on the debtor’s bad faith alone. Far more often, they arise from weaknesses in the creditor’s documentation. When payment is contested, courts do not ask whether the work was difficult, whether delivery was costly, or whether the debtor behaved opportunistically. They ask a narrower and more demanding question: can the creditor prove, with sufficient certainty, that the client committed to the transaction on the terms claimed?
French law places a high evidentiary burden on the professional seeking payment. The creditor must establish not only that goods were delivered or services performed, but that the debtor ordered or accepted those goods or services at the stated price, and that the person who expressed that acceptance was legally capable of binding the client. In the absence of such proof, even well-founded invoices may remain unpaid.
This article examines how businesses can significantly reduce the risk of contestation and non-payment by structuring their commercial relationships around clear, properly executed documents: purchase orders, quotes, and related contractual instruments. It focuses on practical legal effectiveness rather than formalism, and reflects the way French courts actually reason when disputes arise.
The central evidentiary requirement: proving the client’s commitment
Any creditor who initiates debt-recovery proceedings in France must be prepared to prove the existence and content of the underlying agreement. An invoice, by itself, is insufficient. French courts consistently reiterate that a party cannot create enforceable proof unilaterally. An invoice establishes that a sum is claimed; it does not establish that the debtor agreed to pay that sum.
This distinction is critical. When a client disputes an invoice by arguing that the work was not ordered, that the scope was exceeded, or that the price was not accepted, the burden shifts immediately to the creditor. If the creditor cannot produce a document showing the client’s agreement, recovery may fail entirely.
For this reason, French commercial practice strongly favours written, pre-performance documentation that records the client’s commitment before execution begins. Businesses that rely on informal practices, oral agreements, or post-performance invoicing expose themselves to structural recovery risk.
Weak documentation is the real risk
Anticipating litigation at the moment of sale
Sound documentation is not about pessimism; it is about foresight. Any transaction may later become contentious due to cash-flow pressure, internal changes on the client’s side, insolvency, or strategic behaviour. The role of commercial documents is to neutralise those future risks by fixing the agreement at the outset.
From a legal perspective, the most secure position is achieved when the supplier holds a document that satisfies three cumulative conditions:
- it clearly identifies the goods or services ordered;
- it states the agreed price or a determinable pricing method;
- it evidences the client’s acceptance, expressed by a duly authorised person.
These conditions may be fulfilled by a formal contract, a purchase order, or an accepted quote. The choice of instrument is secondary. What matters is the clarity and probative value of the document.
Purchase orders: securing consent in standardised transactions
For the sale of goods and standardised services, the purchase order remains the most effective evidentiary tool. Properly drafted and signed, it provides a direct and easily intelligible record of the transaction.
A legally robust purchase order should identify the parties, describe the goods or services with sufficient precision, state quantities and prices, specify payment terms, and include a clear indication of acceptance. From a litigation standpoint, simplicity is an advantage. Courts favour documents that allow them to understand the agreement without reconstructing it through inference.
Particular care should be taken where delivery does not occur immediately. In such cases, requesting an initial payment at the time of order is common practice. However, the legal nature of that payment must be clear. Whether the sum constitutes an advance payment or merely earnest money can have significant consequences if the transaction is later cancelled or disputed.
Where a single order gives rise to multiple deliveries, the purchase order should explicitly link each delivery to payment of the preceding one. Absent such wording, a supplier may find itself compelled to continue deliveries even when payment defaults arise, because the contractual framework does not clearly authorise suspension.
Quotes (devis): essential protection in service-based and variable-scope work
In service contracts, particularly where the scope or price cannot be fixed with absolute precision in advance, the quote accepted by the client plays a decisive role. Even where the law does not formally require a quote, French courts routinely treat it as the reference document when disputes arise.
A quote performs two functions simultaneously. It defines the scope of the provider’s obligation, and it sets the financial boundaries of the client’s commitment. Once accepted, it binds the service provider to the stated price and binds the client to pay that price in exchange for the defined services.
This binding effect explains why service providers must exercise caution when preparing quotes. Under-pricing, vague descriptions, or omissions are not neutral errors; they are risks borne by the provider. Courts regularly hold that a professional is bound by the price announced, even if the work ultimately proves more complex or costly than anticipated.
The legal necessity of precision in quotes
A legally effective quote must be sufficiently detailed to allow the client to understand what is included and what is not. General descriptions invite disagreement. Precision reduces interpretative latitude.
In addition, delivery timelines and performance timelines should be clearly distinguished. Courts have invalidated transactions where a single global delay prevented the client from determining when each obligation would be fulfilled. From a legal standpoint, ambiguity on timing can undermine enforceability.
Price presentation is equally critical. If VAT treatment is not clearly stated, disputes may arise as to whether the agreed price was inclusive or exclusive of tax. Although commercial usage often assumes prices are exclusive of VAT between professionals, courts assess each situation concretely. Explicit wording avoids uncertainty and reduces litigation risk.
Additional work: the principal source of contestation
The most frequent and damaging disputes arise not from the original agreement, but from additional work performed after acceptance of the initial quote or order. French law is unequivocal on this point: services or works not included in the original agreement require a new, express consent from the client.
It is insufficient to inform the client unilaterally of the need for additional work. It is insufficient to proceed on the assumption that silence implies approval. Unless the client has expressly agreed in writing to the supplementary scope and price, recovery of the additional amount is highly uncertain.
This rule applies regardless of the professional’s good faith or the technical necessity of the work. Courts prioritise the client’s right to informed consent over the provider’s operational constraints. As a result, professionals must integrate formal change-approval mechanisms into their practices.
Written acceptance is required; silence does not suffice
French contract law recognises that acceptance must result from a clear manifestation of intent. Silence, as a rule, does not constitute acceptance. Consequently, service providers who rely on unanswered emails or letters to justify additional charges expose themselves to serious recovery risk.
The legally prudent approach is straightforward: before commencing additional work, obtain a signed addendum, a revised quote, or at least an unequivocal written acceptance that identifies both the work and its price. Anything less invites contestation.
Who binds the client: the issue of signature authority
Even a perfectly drafted document loses much of its value if it is signed by a person who lacked authority to bind the client. This issue is a recurring source of litigation, particularly in transactions involving substantial amounts or new commercial relationships.
As a matter of principle, a company is bound only by acts performed by its legal representatives or by persons who have received valid authority. Suppliers are therefore expected to exercise reasonable diligence when verifying who signs purchase orders or quotes.
In practice, this verification is neither complex nor burdensome. The identity of a company’s legal representative is readily available through official corporate registers. Where a different person signs, requesting proof of delegation is prudent.
French law does recognise the doctrine of apparent authority, under which a company may be bound by the acts of a person who appeared legitimately authorised. However, courts apply this doctrine cautiously. It requires that the supplier’s belief in the signer’s authority be reasonable, and that the appearance of authority be attributable, at least in part, to the company itself.
Reliance on apparent authority is therefore safest in long-standing commercial relationships where the same individual has regularly ordered and paid without incident. It is far more precarious in first-time transactions or high-value deals.
Accepted orders and quotes do.
Emails and informal exchanges: limited but not irrelevant value
Emails can constitute evidence of acceptance in certain circumstances, particularly where they clearly identify the transaction, the price, and the client’s intent to commit. However, they present inherent weaknesses. They often lack reference to general terms and conditions, they may not clearly establish authority, and they are more easily contested.
As a result, emails should be viewed as supporting evidence, not as a substitute for structured contractual documents. Where possible, they should confirm or follow a signed order or accepted quote, rather than replace it.
Integrating general terms and conditions effectively
General terms and conditions play a central role in managing payment risk, but only if they are properly incorporated into the contractual framework. Merely publishing them on a website or referencing them on invoices is insufficient.
The safest approach is to ensure that purchase orders and quotes explicitly refer to the applicable terms and conditions and that the client acknowledges them at the time of acceptance. This approach strengthens enforceability and reduces the scope for later arguments that payment clauses, penalties, or suspension rights were unknown or inapplicable.
The importance of the signed delivery note
In addition to the purchase order and the accepted quote, the signed delivery note constitutes a key element of proof in payment and conformity disputes. It allows the seller to establish that the goods were effectively made available to the buyer or delivered in accordance with the contract, and that they were received without immediate objection.
Where the buyer collects the goods, the seller must be able to prove that the goods were placed at the buyer’s disposal on the agreed date. Failing such proof, the buyer may validly claim that the seller did not perform, which may justify cancellation of the order. Where the seller delivers or ships the goods, a delivery note signed by the buyer (or its employees) evidences both delivery and apparent conformity.
Acceptance of the goods without reservations generally prevents the buyer from later invoking apparent defects or visible non-conformities in order to refuse payment. This rule applies even where the goods are received by employees or in circumstances of urgency. Conversely, the absence of signed delivery notes, or the existence of unsigned or missing delivery notes, frequently undermines recovery actions, as the seller must prove acceptance for each disputed delivery.
Acceptance without reservations does not, however, bar claims relating to defects that were not detectable at the time of delivery, particularly for complex goods. Subject to mandatory rules, such risks may be contractually managed. In practice, the systematic use and preservation of delivery notes signed without reservations is one of the most effective means of limiting contestation and securing payment in France.
The cumulative effect of proper documentation
Individually, each of these precautions may appear modest. Collectively, they transform the creditor’s legal position. When a dispute arises, the court is presented with a coherent documentary trail: an order or quote, clear acceptance, identifiable scope, defined price, authorised signature, and consistent invoicing.
In such circumstances, contestation becomes difficult and often unconvincing. The debtor’s arguments tend to shift from denial to negotiation, and recovery prospects improve substantially.
Conversely, where documentation is incomplete or inconsistent, litigation becomes unpredictable. The creditor may succeed, but only after delays, costs, and uncertainty that could have been avoided.
Conclusion: documentation as a recovery strategy
In France, effective debt recovery begins long before any unpaid invoice is issued. It begins with disciplined commercial documentation. Purchase orders, quotes, and acceptance mechanisms are not administrative formalities; they are the legal infrastructure of payment security.
Businesses that internalise this approach reduce not only the frequency of disputes, but also their intensity and duration. They enter litigation, if necessary, with a position of strength rather than vulnerability.
For companies operating in France or contracting with French counterparties, aligning commercial practices with these principles is one of the most reliable ways to protect cash flow and limit legal exposure.
French law rewards documented consent.
