Commented case law

A bungee cord on an amusement ride snaps, seriously injuring a customer.

The ride operator, subject to a strict liability regime due to their obligation to ensure the safety of their customers, is ordered to compensate the victim.

The operator then demands full reimbursement from the manufacturer of the defective bungee cord.

The court of appeal denies this request and limits the manufacturer's contribution to 50%, ruling that between co-defendants, liability is shared equally.

The Court of Cassation overturns the decision.

When a professional is held liable to a victim without any fault being attributed to them regarding the use of the product, they may obtain full reimbursement from the producer of the defective product for all sums paid.

At the end of 2023, the publicly traded company Vivendi announced the split of its operations into several separate entities.

The operation is being driven by its principal shareholder, Vincent Bolloré, who holds less than 50% of the capital.

A minority shareholder raised concerns, arguing that the split would radically transform the company. They requested that the Financial Markets Authority (AMF) compel Mr. Bolloré to launch a mandatory buyout offer—meaning he would be required to purchase the shares of minority investors at a fair price before dismantling the company (Art. L. 433-4 of the Monetary and Financial Code and Art. 236-6 of the AMF General Regulation).

The condition: Mr. Bolloré must "control" Vivendi within the meaning of Article L. 233-3 of the Commercial Code. Without control, there is no mandatory buyout offer.

The AMF refused. The Court of Appeal overturned this decision, adopting a "pragmatic" approach to de facto control based on a combination of circumstances, such as strategic influence, reputation, and the dispersion of capital (Paris Court of Appeal, April 22, 2025, No. 24/19036).

Following Mr. Bolloré's appeal, the ruling was overturned, and the Supreme Court established a strict rule: de facto control is defined solely by voting rights. In practical terms, a person has de facto control of a company if, over a significant period, they hold the majority of voting rights exercised or cast at general meetings—regardless of their reputation, influence, or the dispersion of share ownership (Commercial Chamber of the Court of Cassation, November 28, 2025, Nos. 25-14.467 and 25-14.362).

Back before the Paris Court of Appeal, the court applied this rule: it concluded that Mr. Bolloré (and his holding companies) never held an absolute majority of the voting rights exercised or cast at general meetings. Holding ~29% of the capital and ~40% of the votes cast is insufficient.

No control, no buyout offer. Minority shareholders remain unprotected in the face of the split.

An appeal has been filed. The saga continues.

A distributor, who had been working with their supplier for 8 years, cancelled several orders due to an internal reorganization (the activity in question having been outsourced to a subcontractor).

The parties subsequently attempted to reach an amicable settlement regarding the cancellation of the remaining orders, but were unsuccessful. A year later, a final order was nevertheless placed by the distributor and fulfilled by the supplier. The supplier, however, maintained that the cancellation of the orders constituted a sudden termination of established business relations.

The Court rejected this analysis:

• The termination must be set at the date of the delivery note for the final order, marking the end of the relationship, rather than at the time the orders were cancelled.

• By the date of the final order, the relationship no longer possessed the stability required for the supplier to reasonably anticipate a continuation of business, particularly in light of the reorganization and the persistent difficulties in reaching an amicable solution regarding the cancelled orders.

Conclusion: despite 8 years of business relations, the lack of stability at the time of termination precludes the classification of an established relationship.

The termination therefore cannot be classified as sudden.

A judge cannot set a sale price—even if you ask them to.

You have negotiated a price clause in your transfer agreement, but a disagreement arises when it comes time to apply it. You take the matter to court so that the judge can settle it directly.

That is the wrong approach.

In this case, two pharmacies had entered into a business transfer agreement where the price was to be calculated according to a specific contractual formula. Unable to agree on the necessary adjustments, the seller petitioned the commercial court to set the final price themselves. The court did so, and the court of appeal upheld the decision. An appeal to the Court of Cassation was inevitable. A sale price can only be determined by the parties themselves or by a third-party appraiser appointed for that purpose (Articles 1591 and 1592 of the Civil Code).

The judge does not have this power—and a request to that effect made by one of the parties does not confer it upon them.

An executive at a public law entity modifies the thresholds of a call for tenders to favor a specific candidate.

Then, realizing the irregularity, he interrupts the procedure and invokes his "repentance."

To no avail.

Simply failing to comply with public procurement rules (freedom of access and equal treatment) is enough to constitute the offense of favoritism. And the fact that the procedure was subsequently stopped does not erase the offense—on the contrary, it may reveal an awareness of the illegality.

Do you believe the majority shareholders of your company have abused their position and wish to have their decision overturned?

Who should you summon?

If you are only seeking to annul the decision without claiming damages, it is sufficient to summon the company alone, excluding the shareholders who abused their position.

There is no need to multiply legal documents and service costs.

They have tried to harm you at the expense of the company's interests; do not even give them the chance to come and explain themselves.