Contractual solidarism, Baldus ruling, pre-contractual obligation, deceitful reticence, contractual liberalism, Civil Code, obligation of information, dolus, vice of consent
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Abstract
Extract
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Abstract
The Baldus ruling transformed into a rule of positive law, addressing the buyer's silence on market value and its implications on contractual obligations.
Extract
[...] The buyer's in-depth knowledge in this case is the result of research, past investigations, and financial risks taken. Expertise is an intangible capital. If the law required the expert to share the fruit of their research free of charge with an apathetic seller, all rational incentive to gather information would disappear. Why spend time and energy tracking down unknown works if the case law forces you to immediately reveal their value, thus annihilating any profit margin? This confiscation of the informational rent would simply kill the liquidity of markets like art or second-hand goods. [...]
[...] In this case, the seller did not mislead herself about the characteristics of the object: the photographs handed over were indeed the authentic work of Édouard Baldus, and there was no mistake about the identity of the author or the nature of the support. Her mistake was exclusively about the pecuniary valuation of these goods. However, value is not an inherent quality of the thing; it is only an extrinsic and fluctuating datum, subject to the encounter of supply and demand. Making monetary appraisal a substantial quality would seriously threaten legal security. If jurisprudence were to open this breach, any transaction could be called into question at the whim of a seller who estimated that they had concluded a bad deal. [...]
[...] The dol by its classical textual definition sanctions the pure will to deceive. The liberal position of the Baldus ruling ultimately tolerates a level of duplicity that borders on malice, elevating commercial cunning to a legitimate prerogative. The requirement of good faith of the old article 1134 is neutralized when it opposes the economic efficiency. The ruling thus validates the fact that in contemporary law of sale, the realization of a significant profit somehow purifies the roughness of the method used. [...]
[...] In contractual matters, the law postulates the existence of diligent and responsible actors. The owner could have perfectly solicited an expertise, consulted the records of public sales or informed herself among professionals before setting her own unit price. By neglecting these elementary precautions to safeguard her patrimonial interests, she committed an inexcusable error that the behavior of the buyer cannot erase. In accordance with the adage The praetor does not concern himself with those who are not vigilant. (the law does not protect those who sleep on their rights), the Court of Cassation reaffirms a cardinal principle: the binding force of the contract and the certainty of exchanges take precedence over the economic disappointment of a negligent contractor. [...]
[...] The new article 1112-1 of the Civil Code first establishes the general principle of the obligation of information, specifying in its first paragraph that "the party who knows information whose importance is decisive for the consent of the other must inform them of it". Proponents of contractual equity might have seen this as a victory. But the second paragraph of this same article instantly tempers this principle: "However, this duty of information does not relate to the estimate of the value of the service". This textual insertion desired by the legislator is the literal transcription of the Baldus ruling. [...]
