Minimum Goal or Quota

Clause

The minimum objective clause obliges the franchisee to achieve a contractually defined amount, generally either of turnover or of minimum purchase volume of products from the franchisor. In the latter case, the minimum objective clause is also called the quota clause.

Such a clause is valid, provided that the minimum amount or quota set can objectively be achieved and is therefore reasonable.

It must precisely define the dates by which the minimum target must be reached, which is likely to evolve according to a frequency and a rate defined in an indexation clause.

The sanction of the minimum objective clause is determined contractually by the parties and the violation may be sanctioned in different ways: penalties, termination of the contract at the exclusive fault of the franchisee, reduction or loss of any territorial exclusivity granted.

The obligation to achieve the objective set is likely to be qualified, according to the terms of the contract, either as an obligation of means, so that the responsibility of the franchisee could only be incurred if it was demonstrated that it did not implement all the means to achieve the objective, or as an obligation of result, the responsibility of the franchisee may then be incurred solely because of the non-achievement of the objective.

If it relates to purchases of determinable products for a determined or determinable amount, the clause is qualified as a unilateral promise to purchase, or even a synallagmatic promise of sale (CA Douai, July 4, 2013, RG No. 12/05563). The franchisee may then be forced to enforce the sale.