Annulment of Social Resolutions: Court of Cassation Ruling

Extract

[...] H. from questioning the decision that he himself validated. The Court of Cassation thus recalls that the resolutions taken at theunanimityis confèregrant increased legitimacy and cannot be easily revoked in the absence of evidence of abuse or irregularity. [...]

[...] Commentary on the judgment : Cass. com January 2021 In this case, Mr. managing director of a company, as well as his partner, agreed on 21 July 2014 to a promise of transfer of the entire shares for an amount of 8000? to Mr. H. This promise of transfer included a condition that was brought about by the acquisition, by the company, of the artisanal mechanical workshop, of the manager that the company exploited in lease-management for a price of 212,000 Before the session, the general assembly of the company had adopted two resolutions, a first bonus of 83,000 ? [...]

[...] In fact, if each decision was susceptible to beingthree annulis simply because it could harm the social interest, this would risk leading to a permanent instability in the management of societys. In conclusion, the Court of Cassation aims to ensure the stability of decisions made during general meetings. By restricting the grounds for annulment of social resolutions to only violations of the rislegal or statutory, it protectsisensures the adoption of resolutions against abusive disputes and limits unjustified cancellations. This ensures a certain legal security for the partners and for the management of the company.s. [...]

[...] A strict application of the criteria for annulment of social resolutions In this ruling, the Court of Cassation specifies the conditions allowing for the annulment of a social resolution. It recalls, on the one hand, the importance of respecting legal and statutory provisions and, on the other hand, the limitation of the notion of social interest, considered secondary, since its simple contrariety cannot justify its own annulment of a deliberation The respect of legal and statutory provisions Article L. 235-1 of the Commercial Code provides that « the annulment of a social resolution can only be pronounced in the event of a violation of the applicable legal or statutory provisions. [...]

[...] estimating that the granting of these bonuses constitutes an abnormal act of management and that it could put the interests of the company at risk. Mr. V then signed the company in payment, while Mr. H requested the cancellation of the two resolutions for a majority purpose. By a ruling of 14 June 2018, the Court of Appeal of Bourges annulled the two resolutions due to the contradiction to the social interest, but did not characterize an abuse of majority. On the other hand, Mr. V argues that the resolutions cannot be annulled since they were adopted unanimously, whereas Mr. [...]