Object of the decision
GOLDWIN SOCIETE D’AVOCATS, represented by Jonathan BELLAICHE, a lawyer in Paris, defended a company specialising in IT 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 had behaved in a number of ways that ran counter to the company’s interests. Co-management obliges the various managers to discuss decisions together and to implement them collectively. By overstepping his duties, he lost the confidence of the other managers.
As a result, he was removed from office under the terms of article L 223-25 paragraph1 of the French Commercial Code: “the managing partner may be removed by a decision of the shareholders under the terms of article L 223-29, unless the articles of association provide for a greater majority”.
Despite the termination of his corporate mandate, he remained a partner of the company.
In addition, the price of the sale had not been paid, even though payment should have been made on the date of signature. The partner was therefore in breach of his obligation to pay the price.
Article 1217 of the French Civil Code states that “a party to whom an undertaking has not been performed, or has been performed imperfectly, may (…) cause the contract to be rescinded”.
In a ruling handed down on 12 June 2024, the Nanterre Commercial Court rescinded the deed of transfer of shares entered into by the former manager and the sole shareholder of the SARL.
The former manager was also ordered:
- return the 75 shares to the sole shareholder of the SARL
- To pay the SARL the sum of five thousand euros under Article 700 of the French Code of Civil Procedure.
GOLDWIN SOCIETE D’AVOCATS specialises in company law. In particular, it is competent to settle any dispute between shareholders and company directors.
Every day, GOLDWIN SOCIETE D’AVOCATS assists companies in their day-to-day operations, to get to know them better. In this way, we can provide better defence and advice.
