The Cour de cassation refuses to grant an option of jurisdiction to the director of a commercial company

Among other things, commercial courts hear disputes relating to commercial companies. The only exception to this principle is where these disputes involve a non-merchant (non-commerçant) who (i) is not a party to the partnership agreement and (ii) does not belong to the company’s governing bodies. Such a person may, at his or her discretion, refer the matter to the Civil Court (tribunal judiciaire, formerly Tribunal of First Instance) or the Commercial Court (tribunal de commerce).

In the light of these principles, on December 20, 2023, the Cour de cassation refused to grant a former corporate officer of a commercial company the benefit of a jurisdictional option in his capacity as a non-merchant.

In this case, a former Chairman and CEO of Renault SA had unsuccessfully applied for the liquidation of his supplementary pension rights.

Renault SA and Renault SAS were summoned to appear before the Court of First Instance for payment of the pensions claimed. The companies argued that the Court of First Instance Court had no jurisdiction to hear the case.

This case was referred to the Cour de Cassation, which upheld the decision of the Paris Court of Appeal recognizing the exclusive jurisdiction of the Commercial Court. Thus, a company pact is not a “mixed deed” justifying an option of jurisdiction.

In practice, this solution means that any signatory of the corporate pact, whether a manager, corporate officer or shareholder, cannot bring a dispute concerning the commercial company before any court other than the Commercial Court with territorial jurisdiction, even if he or she is a non-merchant.

Cass. com., December 20, 2023, n° 22-11.185






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