Extract
[...] However, the Court of Cassation retains that the existence of an abuse is not demonstrated, relying on several elements. Firstly, it notes that the assignors were assisted by their lawyer and an accountant throughout the negotiations, which in principle allowed them to contest the assignee's demands before signing the contract. However, this approach is criticized by part of the doctrine, notably Samuel François, who highlights that the presence of a lawyer does not necessarily eliminate the state of constraint in which the weaker parties may find themselves Of course, the consent is informed, but the assistance of a legal professional does not always allow one to escape from economic pressure exercised in an unbalanced contractual context. [...]
[...] However, this analysis overlooks the fact that the late introduction of this clause substantially altered the financial balance of the assignment, reducing the initially agreed price by half.9 By maintaining a restrictive interpretation of the manifestly excessive advantage, the Court limits the possibilities of annulment of contractual clauses resulting from economic pressure. Thus, this decision marks a new stage in the judicial construction of economic violence. By adopting a strict reading of the conditions for the application of Article 1143 of the Civil Code, the Court of Cassation significantly restricts the scope and leaves little room for parties in a situation of dependence to obtain the annulment of a contractual commitment. II. [...]
[...] However, in the present case, the Court of Cassation adopts a particularly restrictive reading of this requirement. The assignors argued that the reintroduction in extremis of the price adjustment clause, initially refused, had been imposed on them in an abusive manner and had resulted in a reduction of the sale price of nearly half. In their view, such a financial imbalance should be considered as a manifestly excessive advantage granted to the assignee. However, the Court of Cassation rejects this argumentation, estimating that the disputed clause resulted from an objective criterion, the state of the company's own capital, and that it could not therefore be analyzed as providing an excessive advantage to the assignee. [...]
[...] In the context of a transfer of social shares, the question of the economic dependence of the transferor on the transferee may raise doubts as to the validity of the contractual clauses negotiated in apparent freedom. By the judgment of 10 July 2024, the Court of Cassation pronounces on this subject, specifying that the sole situation of economic dependence is not sufficient to characterize a vice of consent, in the absence of demonstration of effective pressures exercised by the co-contractor. [...]
[...] Thus, the question remains: will judges really use this instrument to strengthen contractual justice? 13 The prognosis is clear: no, or very little. The jurisprudence, by locking down the device, maintains continuity with the previous state of the law, where economic violence is admitted in principle, but rarely retained in practice. [...]
