French Supreme Court shifts position on jurisdiction clauses

The cases relate to asymmetric jurisdiction clauses – sometimes referred to as unilateral jurisdiction or one-sided jurisdiction clauses – allow one party greater flexibility in choosing courts while restricting the other to a single forum.

These clauses are a common feature in financial agreements and typically allow lenders to sue borrowers in multiple jurisdictions but restrict borrowers to litigate in one designated court. While many European courts have long accepted these types of clauses, historically France’s Supreme Court, the Cour de Cassation, has viewed them as creating an excessive imbalance.

However, following a preliminary ruling by the Court of Justice of the European Union (CJEU) in a case known as Lastre in February 2025, the Cour de Cassation has significantly modified its position. In four decisions issued on 17 September, the Cour de Cassation adopted a more liberal approach and validated asymmetric clauses under article 25 of the EU’s Brussels I Recast Regulation.

In the Lastre case, French company Agora contracted Italian supplier Società Italiana Lastre to provide cladding panels under terms that included an asymmetric jurisdiction clause. Under this clause, Agora agreed to bring any proceedings exclusively before the courts of Brescia, while Lastre retained the right to sue before any court of its choosing, provided that court had jurisdiction.

After private clients sued over defects, Agora sought indemnity, but Lastre raised an objection to the international jurisdiction of French courts based on the asymmetric clause inherent in the original agreement.

On 11 February 2021, the Rennes First Instance Court rejected this objection, but Lastre appealed. The Rennes Court of Appeal then invalidated the clause for lacking objective criteria and undermining predictability. On further appeal, the Cour de Cassation referred a question to the CJEU. In its preliminary ruling in February, the CJEU held that asymmetric clauses are valid if they:

• designate courts with jurisdiction under Brussels I Recast or the Lugano convention;
• provide clear, objective criteria for jurisdiction; and
• respect special or exclusive jurisdiction rules.

In its decision of 17 September, the Cour de Cassation applied the CJEU’s reasoning in the Lastre case, but took a nuanced approach. The CJEU had warned that a clause referring to “any other competent court […] abroad” could breach Brussels I Recast if interpreted as including non‑EU or non‑Lugano courts, undermining predictability and legal certainty.

The Cour de Cassation acknowledged this but stressed that interpretation rests with national courts. It held that where the contract has no link to non‑EU or non‑Lugano States, this wording should be read as referring to courts with jurisdiction under Brussels I Recast and Lugano.

The clause was found valid despite not expressly mentioning these instruments, as it preserved effectiveness and party autonomy. Since the clause clearly designated an EU court and met article 25 standards, the Cour de Cassation overturned the appeal decision and upheld the clause’s validity.

The Cour de Cassation delivered three additional decisions on 17 September, confirming that asymmetric jurisdiction clauses are valid under French law when they satisfy the clarity and predictability requirements of article 25 of the Brussels I Recast Regulation.

The first case (Sogefi v Edmond de Rothschild Europe) concerned a French company that opened investment accounts with a Luxembourg bank. The clause provided that disputes would fall under the exclusive jurisdiction of Luxembourg courts, while allowing the bank to sue at the client’s domicile or before any other court having jurisdiction.

The Cour de Cassation held that this wording did not grant unlimited discretion but anchored jurisdiction to objectively identifiable criteria. Since the clause designated courts of an EU member state and ensured foreseeability, the court held that it was valid under article 25.

The second case (Producam v Banque africaine d'import-export), involved a revolving credit facility governed by French law, with a clause favouring the Paris Commercial Court but permitting proceedings where the guarantor’s assets were located. The defendants argued for jurisdiction in Cameroon, but the Cour de Cassation found that both forums were objectively identifiable and that the clause complied with article 25. It therefore upheld its validity.

Finally, a third case (Delta Machines v Axa & Cytec) involved a dispute that arose from a distribution agreement containing a clause designating two German courts and allowing the supplier to sue at its branch or registered office. The Cour de Cassation ruled that this clause met the requirements of precision, transparency, and legal certainty under article 25, and confirmed its enforceability.

In the wake of the Lastre decision, the Cour de Cassation now upholds the validity of asymmetric clauses as a matter of principle whenever such clauses permit the identification of a court with objective jurisdiction under applicable rules of private international law. This includes European instruments such as the Brussels I Recast Regulation and the Lugano Convention.

However, it is important to note that this position remains specific to French courts and does not bind other European jurisdictions. Moreover, its practical scope is currently limited to the European judicial area. In Lastre and related cases, the designated courts were all located within the EU or the Lugano zone. It is still unclear whether asymmetric clauses designating third-state courts, such as those located in London, New York, Singapore, or Hong Kong, would withstand scrutiny under this framework.

Co-written by Valentin Pinel le Dret of Pinsent Masons.