Supreme Court
Commercial Division

Public hearing on January 15, 2002 Cassation.


Appeal No.: 99-10362
Published in the Newsletter Chair: Mr. Dumas. Rapporteur: Ms. Gueguen. Attorney General: Mr. Viricel. Lawyers: Choucroy Mr., Mrs. Luc-Thaler.

FRENCH REPUBLIC
ON BEHALF OF THE FRENCH PEOPLE
The unique way, made its second branch:
 

 

Having regard to Article 1840 A of the General Tax Code; 

 

Whereas what null and void any unilateral promise of sale relating to a building, unless it is proven by an authentic act or by act under private signature recorded in the period of ten days from the date of acceptance by the beneficiary; 

 

Whereas, according to the judgment by private deed of 30 December 1986 archives Societe Generale (SGA) has sold a business to the LLC Backup Information (SI) that the sale does not include no assignment of lease rights, the parties entered into a sublease of the premises in which the fund was operated, and were included in a property subject to a lease agreement between the SGA and Pretabail Sicomi and that by letter dated March 4, 1987, the USG has committed to sell to the SI and the local sub-let, if she raised the option to purchase real estate, and that this commitment was reiterated in two protocols Agreement dated December 18, 1987 and March 28, 1990, the latter including also the signing of a commercial lease in favor of the SI pending the completion of the sale of the property pledged by the SGA, which was in interval acquired it from SICOM, that relying upon the non respect of these MOUs, the ID assigned to the SGA Commercial Court of Chartres in compensation for his injury, that by order of November 7, 1995 The Court ruled that the Memorandum of Understanding of March 28, 1990 was a unilateral promise to sell, a void on the grounds that he was not satisfied the requirements of section 1840 A of the General Code taxes, noted the lapse of the commercial lease it considered therefore moot, and ordered the SI to vacate the premises previously rented within a certain time, the SI has appealed that decision; 

 

Whereas to overturn it, the appellate court, after noting that it followed the provisions of Article 2 of the Protocol of 28 March 1990 that the USG was forced to sell the property in question, including content and price were identified and determinable, while SI had meanwhile no commitments to acquire the property, held that the sale agreement was therefore unilateral, but stated that it contained in an agreement with a set of reciprocal contractual obligations were not subject to the formality of registration required by section 1840 A of the Tax Code; 

 

But given that by identifying and, without looking if there was an arm’s length needed between these reciprocal obligations may alter the characteristics of the sales agreement, the Court of Appeal gave no legal basis its decision; 

 

For these reasons, and without any need to rule on the first part of the plea: 


 

Quashed, in all its provisions, the decision of November 12, 1998, between the parties, the Court of Appeal of Versailles shall, therefore, the cause and the parties in the state they were before said stop, and to be granted, the returns to the Court of Appeal of Paris. 

 



Publication: Bulletin No. IV 2002 p. 12 12 The contested decision: Court of Appeal of Versailles, 1998-11-12

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