Business Manager Personal Liability

Extract

[...] The first civil chamber of the Court of Cassation ruled on the question in a cassation judgment and published in the Bulletin dated February It judged, under the articles 1372 and 1375 of the Civil Code in their version prior to the ordinance of February that: "The business manager who contracts with a third party in the interest of the business owner, but in his personal name, is personally liable for the execution of the contract obligations, even after the revelation of the business owner's identity, which does not have the effect of substituting the latter for the business manager in the execution of the contract concluded, and that the business owner whose business has been well managed must reimburse the manager for all useful or necessary expenses he has made. Thus, the syndic remains responsible for executing his payment obligation and this, even if the identity of the business owner has been revealed subsequently. The court justifies itself by mentioning the fact that the contract was well concluded in his personal name. In addition, the supreme judges added that the operator must reimburse the manager for the expenses he has undertaken, provided they are useful/necessary. [...]

[...] Court of Cassation, Civil Chamber February No. 20-19.728 - Is the business manager who contracts with a third party in the exclusive interest of the business owner in their own name personally bound by the payment obligation after the revelation of the identity of the business owner? - Introduction and announcement of plan THIRD YEAR LICENSE, General Regime of Obligations The present judgment of cassation rendered by the first civil chamber of the court of cassation, published in the Bulletin, concerns the execution of obligations in the context of a contract concluded by a business manager in their own name with a third party in the interest of the business owner. [...]

[...] Here, the operator having become insolvent, the debt will be paid by the syndic. In order to answer the present question, it will be necessary to delve into the contours of the contract concluded in the personal name of the business manager before studying, in a second time, this solution both pedagogical, preventive and possibly outdated (II). [...]

[...] Following a decision rendered in first instance, the Paris Court of Appeal made a ruling on May It condemned the syndic to pay the invoices, but only before the date on which he informed the company of his management on behalf of the operator of the business, that is to say, the business owner. A cassation appeal was then lodged against this decision by the Bel Air company. It estimates that the revelation of the presence of a business management contract and thus the identity of the business owner cannot have the consequence of substituting the business owner for the syndic. [...]