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Non-performance of commercial contracts
Sudden termination of commercial relationships
Unfair competition and economic parasitism
Shareholder and post-acquisition dispute
Civil liability of company directors and officers
Freezing of assets and enforcement measures
Insights
Disparagement between competitors requires statements made public: an internal email not sent to a third party is not. Pecuniary loss must be proved.
Reporting an unauthorised payment transaction within thirteen months is not enough: deliberate or grossly negligent delay forfeits the right to correction.
An agreed expert appraisal set out in the contract, entrusted to a jointly chosen expert, can alone found the court's decision without any court appraisal.
Transfers misappropriated by an employee: the receiving bank answers to the defrauded company only where an apparent anomaly was easily detectable.
Disproportionate personal guarantee: a guarantor cannot rely on earlier undeclared guarantees where the information sheet showed no apparent anomaly.
Contract clauses are enforceable against a third party: time bar, limitation and prior conciliation clauses bind a third party suing in tortious liability.
Judicial reorganisation makes an interim payment claim inadmissible: the court of appeal must overturn the summary order and refuse summary relief.
Court-ordered rescission of a share transfer reinstates the transferor's shareholder rights from the writ of summons, without waiting for entry in an account.
A sale concluded in breach of a commercial tenant's right of first refusal is void: the claim for annulment is time-barred after two years, and not five.
A counterclaim outside the scope of the expedited procedure on the merits meets a plea of inadmissibility, not a plea of lack of jurisdiction.
A guarantor is not bound to verify the validity of the acceleration clause and the interest calculation before making a payment.
An attachment of debts on an account already frozen by a freezing order is valid and takes effect as of its own date once that order is released.
Failure to convene an SAS shareholder: nullity requires that the irregularity could influence the vote, assessed decision by decision (11 February 2026).
Undertaking to sell triggered by an executive's dismissal: the holding company that acceded to it remains bound, and the condition is not potestative.
A gift of SARL shares requires a notarial deed: as the shares are not negotiable, a hand-to-hand gift is excluded and the beneficiary is not a shareholder.
Unauthorised remuneration paid to a SARL manager: compensation of the company's damage is not open to serious dispute, so an interim payment may be ordered.
A shareholders' agreement with no express term is deemed to run for the remaining life of the company: no party may terminate it alone, save contrary evidence.
The warranty against eviction bars a share seller from re-establishing only if the company sold can no longer pursue its activity and corporate purpose.
In insolvency proceedings, set-off of connected claims requires the same contract or a single contractual whole: reciprocity alone is not enough.
Dismissing the manager of a non-trading company falls to the lower court judge alone: summary proceedings are excluded, save for a provisional administrator.
A shareholder's personal creditor cannot seek court-ordered dissolution of the company for just cause: this personal right escapes the oblique action.
The Cour de cassation rules that a SARL manager who sets up a competing company while in office breaches the duty of loyalty, without unfair competition.
The nullity of a SAS share transfer breaching a pre-emption clause in the articles of association requires no fraudulent collusion between the parties.
A sales ban for unfair competition must target only unfair or free-riding conduct: the commercial chamber limits the measure and rules on the merits.
In insolvency proceedings, set-off of connected claims requires a shared contractual basis: without it, the guarantor cannot rely on Article 2314.
Several guarantors of the same loan: the total ordered cannot exceed the principal debtor's debt, each share set in proportion to the undertakings.
The cessation of payments date set by the opening or postponement judgment now binds the judge sanctioning the executive: a reversal of case law.
