Nullity of Sale Contract for Vile Price

Extract

[...] The question that arises in this case is the following: What are the contours of the nullity of a sale contract for vile price? In order to answer this question, it is necessary to delve into the development by the judges of the consequences of the nullity of a sale contract for vile price before turning to this justified rejection decision (II). The consequences of the nullity of a sale contract for vile price developed The nullity of the sale contract and the impossibility of returning to the previous state, led the judges to acknowledge the payment of the real value They also looked at the question of repairing the damage The impossibility of returning to the previous state: the payment of the real value acknowledged The current article 1128 of the Civil Code provides that the following are necessary for the validity of a contract: the consent of the parties, their capacity to contract, as well as the licit and certain content of the contract. [...]

[...] It recalls the discretionary power of the trial judges in this matter. This allows the trial judges to judge the facts, the substance and to adapt the compensation to the specific case. In addition, the judges take into account the exploitation damage suffered by the seller, that is to say, the economic damage, that of the financial loss suffered and especially the missed gain. To repair the aforementioned damage, the appeals court decided on the perception of damages by Madame by the seller. [...]

[...] In this case, the contract was concluded for a vile price. It is not non-existent but is considered null for lack of cause. The judges of the first civil chamber of the Court of Cassation recall that when a null contract has already been executed, the parties must be restored to the state in which they were before execution. In this case, the acquiring company has already taken delivery of the trees subject to the disputed sale contract. They have then justly imposed on the buyer the payment of the real value of the trees. [...]

[...] In fact, a novice, non-professional seller is not always aware of the true price of a good. The supreme judges then come to fill this ignorance/lack of knowledge. Would this decision have been the same in the presence of a professional seller? Probably not. Note that it is still up to the seller to inform themselves to avoid any encumbrance of the jurisdictions. This decision allows the judges to restore the balance of contracts and this, even if a consent has been issued from the side of each of the co-contractants. [...]

[...] This symbiosis ensures a strengthened legal security and a firm position of the Court of Cassation. More recently, it was the nature of the nullity (absolute or relative) of a sale for a ridiculously low price that posed a question. The commercial chamber of the court of cassation has ruled in a decision dated March 22, 2016n° 14-14.218) : "The action for nullity of acts of transfer of shares concluded for an indeterminate or low price, which only aims to protect the private interests of the transferors, falls within the regime of relative nullity actions, and is therefore subject to the five-year prescription period of Article 1304 of the Civil Code. [...]