In an economy where the vast majority of the Tunisian entrepreneurial fabric is made up of small and medium-sized enterprises, often dependent on a limited number of buyers, distributors or suppliers, the sudden rupture of a business relationship is never merely a contractual incident.
It can be enough to destabilize cash flow, call into question investments and undermine jobs. Unlike French law, which has since 1996 a specific provision sanctioning the “rupture brutale d’une relation commerciale établie” (now article L. 442-1, II of the Commercial Code), Tunisian law contains no autonomous regime equivalent. The injured party must build its defense from the ordinary law of obligations, which constitutes a somewhat riskier exercise, but far from devoid of tools.
A general-law regime
In the absence of a provision dedicated to the rupture of business relations, protection of the displaced partner rests on three pillars of the Code of Obligations and Contracts (COC). Indeed, these are Article 242, which imposes the faithful execution of conventions, Article 243, which gives the contract the force of law between the parties, and Articles 82 and 83, which ground tort liability for any act causing damage to another by fault, negligence or imprudence.
In addition, there is the theory of abuse of rights, long recognized by Tunisian case law. From this angle, the right to terminate an indefinite contract is not contestable in itself, but its exercise becomes wrongful when implemented suddenly, unfairly, or disproportionately to the legitimate expectations created in the partner.
The 1959 Commercial Code remains, for its part, largely silent on this specific question, except for certain named contracts — commercial agency, concession, franchise — where professional practices and sectoral jurisprudence sometimes specify the expected notice periods. This absence of a single text explains why the outcome of a Tunisian dispute depends less on a precise article than on the claimant’s ability to demonstrate, with supporting facts, the abusive nature of the rupture.
Reasonable notice: a judge-made criterion
