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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
In insolvency proceedings, set-off of connected claims requires a shared contractual basis: without it, the guarantor cannot rely on Article 2314.
Dismissing the manager of a non-trading company falls to the lower court judge alone: summary proceedings are excluded, save for a provisional administrator.
Brokerage commissions: the Cour de cassation requires registration with the trade and companies register and with ORIAS for each period claimed.
Independent guarantee: the guarantor may refuse payment only for a call outside the guarantee's object or a manifest abuse by the beneficiary.
The appeal period runs from the date the document was sent abroad only if the party proves steps taken before the addressee brought its appeal.
A stock pledge may secure a bank guarantee: a commitment by signature given by the bank amounts to a credit transaction. Scope and limits of the ruling.
Several guarantors of the same loan: the total ordered cannot exceed the principal debtor's debt, each share set in proportion to the undertakings.
Unfair terms between businesses: Article 1171 of the French Civil Code is set aside in favour of Article L. 442-1 of the French Commercial Code.
Settling a commercial agent's termination indemnity is valid even without knowing the turnover: waiving the acquired effects of public policy rules is lawful.
Where a fixed-term contract is terminated early, the price is due only if the service was performed: the remaining instalments fall to be assessed as damages.
The claim to recover securities deposited with a bank arises from the right of ownership and escapes the five-year limitation period under French law.
A commercial lease over public domain property is void by absolute nullity, but the landlord may claim an occupation indemnity for the enjoyment provided.
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.
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.
The cessation of payments date set by the opening or postponement judgment now binds the judge sanctioning the executive: a reversal of case law.
