The 3 conditions for contract validity
Objective: Verify that your contracts meet the 3 conditions of validity and anticipate the risks of nullity.
Under Article 1128 of the French Civil Code, three conditions are necessary for a contract to be valid:
1
Consent
Free and informed, without defect:
- Mistake: Misunderstanding of an essential element
- Fraud (Dol): Fraudulent conduct (e.g., supplier concealing a defect)
- Duress: Physical or moral coercion
2
Capacity
Signatories must have the authority to represent their company.
- Verify delegations of authority
- Verify articles of association and company registration documents (Kbis)
- Beware of signatures by unauthorised persons
3
Lawful Content
Obligations must be determined or determinable, and not contrary to public policy.
- Specific or determinable subject matter
- Not contrary to mandatory public policy laws
📋 Clause - Authority to sign
"Each Party represents and warrants that the signatory of this Contract has the necessary authority to validly bind the legal entity it represents, in accordance with Articles 1145 et seq. of the French Civil Code."