Exercising a Retention Right in France (Droit de rétention): Powerful Leverage to Get Paid

If you are trying to recover an unpaid invoice in France, you may already know the classic path: reminders, formal notice (“mise en demeure”), negotiation, then (if needed) court proceedings and enforcement. But there is another tool—often underestimated, frequently decisive, and sometimes stronger than a lawsuit in practice: the right of retention (“droit de rétention”).

In plain terms, the right of retention allows a professional creditor to keep a debtor’s property, goods, equipment, or even certain documents that were entrusted to them, until the debt is paid. When used correctly, retention can be one of the most effective pressure mechanisms in French debt recovery because it changes the negotiation dynamic instantly: the debtor cannot obtain their asset back unless the payment issue is solved.

That said, retention is also a tool that must be handled carefully. A retention exercised without valid legal basis can become “abusive,” trigger civil liability, and in extreme cases create criminal risk (notably allegations of breach of trust). This is why a legally structured approach matters—especially for businesses dealing with high-value assets, repeated service contracts, or debtors in financial distress.

This in-depth guide explains how the right of retention works in France, who can benefit from it, what conditions must be met, how it interacts with insolvency proceedings, what mistakes destroy the retention right, and how to use it to recover money faster—while staying fully compliant with French law.

1. What is the “droit de rétention” in France?

The right of retention is a legal mechanism enabling a creditor who lawfully holds a debtor’s property to refuse to return it until payment of a due claim. It is not simply a commercial tactic. It is a recognised legal right under French law, with real strategic value in debt recovery.

Retention is powerful because it creates immediate leverage. Many debtors tolerate reminder letters. Many ignore a standard demand for payment. But very few remain indifferent when their vehicle, goods, critical documents, or equipment is blocked—especially when business continuity depends on it.

Under French Civil Code provisions, retention generally relies on the fact that:

• the creditor has lawful possession of an asset belonging to the debtor (or, in certain cases, lawful possession of something connected to the debtor), and

• the creditor has an unpaid claim that is sufficiently connected to that possession.

The legal foundation is set out in Article 2286 of the French Civil Code, which recognises retention for different categories of creditors, depending on why they hold the asset and how the claim arose. Crucially, retention is typically lost if the creditor voluntarily gives up possession.

2. Why retention is one of the most effective tools in French debt recovery

Most unpaid invoice situations have one common weakness: the creditor is asking for payment without controlling anything the debtor needs. In contrast, retention gives the creditor something far more effective than repeated demands—it gives control over a key asset.

Retention can be strategically stronger than litigation for several reasons:

First, it is immediate. You do not need to wait for a court date to “apply pressure.” If you validly hold the asset and the claim is due, retention can be exercised as soon as non-payment becomes clear.

Second, it is practical. Debtors may dispute a debt abstractly. They rarely dispute the operational harm caused by losing access to essential goods, documents, or equipment.

Third, it can create priority in insolvency contexts. In many cases, a creditor with a valid right of retention occupies an extremely strong position compared with ordinary creditors—sometimes compelling the insolvency administrator to address the debt in order to recover the retained asset needed for the business.

Finally, retention can facilitate settlement. It frequently leads to negotiated payment plans, partial payments, or immediate payment in exchange for release of the retained item.

However, the same strength creates risk: retention must be exercised only when the claim is legally solid, due, and sufficiently connected to the retained asset. If the retention is defective, the creditor may lose leverage, face damages, or even trigger criminal complaints in certain fact patterns.

3. Who can benefit from the right of retention in France?

Retention is not limited to one profession. Many types of professional creditors can rely on it, provided the legal conditions are met.

Holding a debtor’s property (the central requirement)

The most intuitive scenario is a professional holding a debtor’s equipment, merchandise, or documents that were entrusted to them. In that case, retention functions as a pressure tool: “no return until payment.”

French law recognises that several creditor profiles can claim retention, including those who:

• received the asset until payment of their claim,

• are obliged by contract to deliver the asset (but delivery is conditioned on payment),

• have an unpaid claim that arose in connection with possession of the asset,

• or benefit from certain secured structures recognised by law.

Retention is not theoretical. French case law confirms its application to both tangible property (goods, vehicles, equipment) and, in some circumstances, items that are commercially essential, such as a customer database held on a physical medium.

Typical examples of creditors often benefiting from retention

Suppliers (vendors). A seller may retain goods not yet delivered in some contexts. In insolvency scenarios, French commercial law expressly protects certain sellers: if goods have not been delivered or shipped to the debtor, they may be retained under relevant provisions. There are also practical situations where retention becomes relevant through control of administrative documents linked to the sold item (for example, vehicle compliance documents).

Carriers and movers. French commercial law grants carriers a particularly strong retention right, sometimes extending to debts linked to prior transport operations. This is one reason why transport invoices are often recovered quickly once goods are blocked.

Freight forwarders / commissionnaires (including customs commissionnaires in certain cases). Their retention regime can be especially favourable, including the ability—under commercial rules—to retain goods even for claims arising from prior operations, subject to insolvency restrictions discussed later.

Garages and repair professionals. The classic example is the mechanic retaining a vehicle until repair or maintenance invoices are paid. This is widely recognised in practice. But retention can be lost if the vehicle is returned voluntarily before full payment, and later re-retention for old invoices may not be allowed unless the debts are tied to the same contract framework.

Manufacturers / processors (façonniers). A manufacturer who has materials entrusted for processing may retain not only completed goods, but also other materials held under the same contract, and sometimes even machines entrusted to perform the work—provided the contractual and connexity conditions are met.

Accountants and other professional service providers (with nuance). Retention may apply to certain work products created by the professional. However, when it comes to documents that were merely entrusted by the client, professional rules and case law draw lines: in many situations, the professional may retain only what they produced, not the client’s original documents—especially where legal or ethical obligations require restitution.

Property managers (syndics de copropriété). Retention has appeared in this context, typically when a syndic ceases functions and holds the building’s documents, but it also creates risk because abusive retention can lead to serious disputes, including criminal allegations in older case law.

4. The legal conditions: when retention is valid—and when it becomes risky

Retention is not a “free tool.” It is not a simple commercial retaliation. It is a legal right that exists only if key conditions are met. Two conditions are essential in practice: a due claim and a sufficient link (“connexity”) between the claim and the retained asset (subject to special regimes for carriers and certain commissionnaires).

4.1 A claim that is certain and due (certaine, liquide et exigible)

Retention should be exercised only if the creditor can justify an unpaid claim that is sufficiently clear and already due. If the claim is not due, retention fails.

This is where many creditors make mistakes. If the contractual pricing is disputed, if the scope of work is unclear, if there was no valid quotation or written acceptance when such proof is needed, or if payment terms were extended through a negotiable instrument, the creditor may lose the legal foundation for retention.

In practice, retention is safest when the creditor can prove:

• a contract or order,

• delivery/performance,

• invoicing,

• due date,

• non-payment.

If the debtor contests the claim credibly, retention can become legally vulnerable—and the “retention advantage” can flip into liability exposure.

4.2 A link (“connexity”) between the debt and the retained property

As a general rule, retention requires a link between:

• the unpaid claim, and

• the asset being retained.

This link may be material or legal. For example, if a garage repaired a specific car, the link between the repair invoice and the car is obvious. But if a garage repaired Car A last month and now wants to retain Car B for the old invoice, that often fails unless everything falls under one single contract framework (for example, an ongoing fleet maintenance contract).

This “connexity” condition is one reason why businesses with recurring services often benefit from setting up a master services agreement or framework contract: it can help show that multiple operations form one contractual relationship, strengthening the retention argument.

4.3 Retention is generally lost if you voluntarily give up possession

Retention is rooted in possession. If the creditor voluntarily gives back the asset, retention is typically lost.

This seems obvious, but it is a frequent operational mistake. A creditor may release a vehicle “as a gesture,” hoping payment will follow—then payment does not arrive, and the creditor tries to re-retain later. In many cases, the law does not allow it.

If retention is a key leverage tool, it must be managed with discipline.

5. Insolvency proceedings: retention can be stronger—but also more technical

Retention becomes especially significant when the debtor is in financial distress, or when formal insolvency proceedings begin (safeguard, judicial reorganisation, liquidation). At that stage, ordinary creditors often discover that litigation is slow and recovery rates are low. A creditor who holds a valid retention position may, in contrast, enjoy exceptional leverage.

5.1 Declaration of claim remains essential

If the debtor enters insolvency proceedings, the creditor must typically declare the claim. Retention does not replace the need to declare. In addition, in some professional categories, the declaration must properly reflect the privileged nature of the claim, otherwise the creditor may lose priority and retention effectiveness.

This is a highly technical area: the details of how the claim is declared, how the privilege is stated, and how retention is asserted can determine whether the creditor preserves a strong position or becomes an ordinary unsecured creditor.

5.2 Retention can place you ahead of other creditors

One of the strategic reasons retention matters is priority. Retention often allows the creditor to “stand before” other creditors, sometimes even those with earlier claims or other privileges, because the retained asset is not accessible without addressing the retaining creditor’s position.

During observation periods, if the retained asset is necessary for business continuation, the debtor’s representatives may need to resolve the retaining creditor’s claim to recover the asset. In practice, the creditor can become a “must-pay” stakeholder if the asset is operationally essential.

However, the insolvency representative often needs authorisation from the supervising judge to pay certain creditors. In this ecosystem, well-documented retention and clear legal analysis can be decisive.

5.3 Limits exist—especially for certain secured structures

French law has specific interactions between retention and certain non-possessory pledges or published securities. In some contexts, retention may not override a properly published security interest, depending on timing, publication, and insolvency stage. These situations require careful case-by-case review.

6. Obligations of the retaining creditor: retention is not ownership

Retention gives you a right to keep—not a right to use.

A retaining creditor must not use the property as if it were their own. They must take reasonable care of it. They may also need to justify storage and preservation conditions, especially when goods are perishable or when the retained asset risks deterioration.

This is not a minor point. If goods deteriorate due to poor storage, the retaining creditor may be held liable.

Also, retention does not grant full ownership of the retained item. Even in liquidation, the retaining creditor cannot simply keep the asset as payment. Typically, the liquidator manages the sale, and the retention right may attach to the sale proceeds within the admitted claim amount.

7. Storage and custody costs: can you charge them?

In certain situations, French case law recognises that a creditor exercising retention may claim compensation for legitimate custody or storage costs generated by the retention—provided the retention is not abusive.

This is particularly relevant in transport and garage scenarios, where immobilisation and storage can generate real costs. Still, it must be handled carefully: a creditor should avoid using storage fees as a disguised penalty or pressure tactic that looks disproportionate. The safest approach is to document actual storage necessity, communicate transparently, and keep fees reasonable and justifiable.

8. When retention cannot be opposed: judicial requests and public authority exceptions

Even if retention is valid, it may not be opposable against certain judicial requests. When a judge or investigative authority lawfully requires documents or items in the context of proceedings, retention may not be used to block that request.

This is especially relevant for professionals holding documents that can become legally required in procedural contexts.

9. Retention and guarantees: protecting surety rights

Retention can also interact with sureties. If the creditor has a personal guarantee (for example, a director’s surety) securing the debt, the creditor must be careful not to lose retention rights through voluntary release, because losing a security right through the creditor’s own action can, in some cases, weaken recourse against the surety.

This is a classic “hidden trap” in commercial recovery: operational teams release documents or goods, thinking they are being pragmatic—without realising they may be weakening both retention leverage and surety enforceability.

10. Abusive retention: the major danger (civil damages and potential criminal risk)

Retention is powerful. Abusive retention is dangerous.

A debtor or owner who believes retention is unjustified can sue to obtain restitution. If the court agrees, it may also award damages against the retaining creditor. In addition, retention disputes can take time, and in some jurisdictions the owner cannot always rely on fast emergency proceedings if the dispute is viewed as complex.

Beyond civil liability, in certain fact patterns, the retention of documents or property “against the will of the owner” and “in bad faith” has historically supported criminal allegations (notably breach of trust). The criminal risk typically arises when the creditor’s claim is doubtful, or when retention is used as a pretext to hold property beyond what the law allows.

This does not mean retention is unsafe. It means retention must be exercised only when the legal requirements are met, and ideally under legal supervision in sensitive cases.

12. Why retention disputes should be handled by a specialised debt recovery law firm

Retention is a leverage tool—but it is also a legal position. The difference between a winning retention strategy and a costly dispute often comes down to: proof, connexity, contractual structure, insolvency timing, and the tone and content of communications.

A specialised debt recovery law firm can:

• confirm whether retention is legally available in your specific case,

• secure your claim against disputes and limitation risks,

• draft retention notices and formal notices with maximum legal authority,

• negotiate settlement terms that protect your interests,

• and move seamlessly to judicial recovery and enforcement if needed.

Importantly, the mere fact that a retention notice and formal notice are drafted and sent by a lawyer often unsettles the debtor and triggers payment, because it signals immediate litigation readiness and full legal control of the file. That psychological impact is real, and it is achieved without threats—simply through legal authority and professional execution.

Conclusion: Retention can recover your money faster—if you use it correctly

The right of retention is one of the strongest pressure mechanisms available in French debt recovery. When the creditor lawfully holds an asset connected to a due and undisputed claim, retention can force a practical resolution quickly—often without court proceedings.

But retention must be exercised with precision. If the claim is not clearly due, if connexity is missing, if possession is voluntarily released, or if the retention is handled aggressively, the creditor risks losing leverage and facing liability.

For businesses seeking fast, compliant and reliable recovery in France, the smartest approach is to combine:

• a legally valid retention position, and

• a lawyer-led recovery strategy (formal notice, negotiation, and immediate litigation capability if required).