Art. 1228. – A court may, according to the circumstances, recognise or declare the
termination of the contract or order its performance with the possibility of allowing
the debtor further time to do so, or award only damages.
Art. 1229. – Termination puts an end to the contract.
Termination takes effect, according to the situation, on the conditions provided by any
termination clause, at the date of receipt by the debtor of a notice given by the
creditor, or on the date set by the court or, in its absence, the day on which
proceedings were brought.
Where the acts of performance exchanged were useful only on the full performance of
the contract which has been terminated, the parties must restore the whole of what
they have obtained from each other. Where the acts of performance which were
exchanged were useful to both parties from time to time during the reciprocal
performance of the contract, there is no place for restitution in respect of the period
before the last act of performance which was not reflected in something received in
return; in this case, termination is termed resiling from the contract.
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Restitution takes place under the conditions provided by articles 1352 to 1352-9.
Art. 1230. – Termination does not affect contract terms relating to dispute-resolution,
nor those intended to take effect even in the case of termination, such as
confidentiality or non-competition clauses.
Sub-section 5
Reparation of loss resulting from non-performance of the contract
Art. 1231. – Unless non-performance is permanent, damages are due only if the
debtor has previously been put on notice to perform his obligation within a reasonable
time.
Art. 1231-1. – A debtor is condemned, where appropriate, to the payment of damages
either on the ground of the non-performance or a delay in performance of an
obligation, unless he justifies this on the ground that performance was prevented by
force majeure.
Art. 1231-2. – In general, damages due to the creditor are for the loss that he has
incurred or the gain of which he has been deprived, with the following exceptions and
qualifications.
Art. 1231-3. – A debtor is bound only to damages which were either foreseen or
which could have been foreseen at the time of conclusion of the contract, except
where non-performance was due to a gross or dishonest fault.
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23
We translate ‘la résiliation’ as ‘resiling from a/the contract’ so as to distinguish it from ‘la résolution’
(‘termination’): see above, n. 14.
24
‘Gross or dishonest fault’ translates ‘une faute lourde ou dolosive’. While we have translated ‘faute dolosive’ as
‘dishonest fault’, dishonesty for this purpose must be understood in a broad way so as to include situations treated
as bad faith in the debtor, notably, where the non-performance is deliberate.