Object of the decision
The GOLDWIN SOCIETE D’AVOCATS firm, represented by Maître Jonathan BELLAICHE, lawyer in Paris, defended a company specializing in computer systems and software.
In this case, a co-manager of the limited liability company (SARL) became a partner by acquiring 75 shares at a price of twenty-one thousand euros from a sole partner of the company.
During his term of office, this co-manager engaged in numerous behaviors that were contrary to the corporate interests of the SARL. However, co-management requires the various managers to discuss decisions together and to act on them collectively. By exceeding his duties, he lost the trust of the other managers.
The latter was therefore revoked from his corporate mandate within the meaning of Article L 223-25 paragraph 1 of the Commercial Code: “the manager may be revoked by a decision of the partners under the conditions of Article L 223-29, unless the statutes provide for a stronger majority.”
Despite the end of his corporate mandate, he remained a partner in the company.
Furthermore, the sale price had not been paid even though payment was due on the day of signing. The partner therefore failed to meet his obligation to pay the price.
Article 1217 of the Civil Code provides that “the party towards whom the commitment has not been executed, or has been imperfectly executed, may (…) cause the termination of the contract.”
Thus, by a judgment rendered on June 12, 2024, the Commercial Court of Nanterre pronounced the resolution of the deed of transfer of shares concluded between the former manager and the sole shareholder of the SARL.
In addition, the former manager was sentenced:
- To return to the sole shareholder of the SARL the 75 shares
- To pay the SARL the sum of five thousand euros under Article 700 of the Code of Civil Procedure.
GOLDWIN SOCIETE D’AVOCATS specializes in corporate law. It is particularly competent to resolve any dispute between partners and company directors.
Every day, GOLDWIN SOCIETE D’AVOCATS supports companies in their daily work to gain a better understanding of them. This allows them to better defend themselves and provide better advice.
