Sudden termination of established business relations: 8 years of relations are not enough if stability has disappeared

A distributor, who had been working with their supplier for 8 years, cancelled several orders due to an internal reorganization (the activity in question having been outsourced to a subcontractor).

The parties subsequently attempted to reach an amicable settlement regarding the cancellation of the remaining orders, but were unsuccessful. A year later, a final order was nevertheless placed by the distributor and fulfilled by the supplier. The supplier, however, maintained that the cancellation of the orders constituted a sudden termination of established business relations.

The Court rejected this analysis:

• The termination must be set at the date of the delivery note for the final order, marking the end of the relationship, rather than at the time the orders were cancelled.

• By the date of the final order, the relationship no longer possessed the stability required for the supplier to reasonably anticipate a continuation of business, particularly in light of the reorganization and the persistent difficulties in reaching an amicable solution regarding the cancelled orders.

Conclusion: despite 8 years of business relations, the lack of stability at the time of termination precludes the classification of an established relationship.

The termination therefore cannot be classified as sudden.