Background
Under a private agreement dated December 16, 2019, Mr. and Mrs. [W] promised to sell Mr. and Mrs. [G] all 500 of their shares in Les Bateaux du Midi for €150,000. The transaction was subject to several conditions precedent, including approval of the purchasers, financing for the acquisition of business assets, current vessel certifications and approvals, and vehicle inspections. The conditions were to be satisfied by March 15, 2020.
After the parties did not execute the final instrument, the purchasers served proceedings on March 31, 2020, seeking, among other relief, compulsory transfer of the shares. The Commercial Court granted extensive relief, and the Montpellier Court of Appeal upheld the forced sale and related orders. It rejected the sellers’ objection that the purchasers lacked an interest in bringing the action because they had commenced it at 8:30 a.m. on March 31, before a contractual deadline that allegedly ran until midnight, reasoning that the objection should have been submitted to the appellate case-management judge.
The Court’s Holding
The Court of Cassation held that the Montpellier Court of Appeal applied the jurisdictional rules incorrectly. Under Articles 789(6), 907, and 914 of the Code of Civil Procedure, an appellate case-management judge may decide inadmissibility objections concerning the appellate proceedings. That judge may not, however, decide an objection that was resolved below or one that, if upheld, would undo the trial court’s determination on the merits.
Because the sellers’ prematurity objection challenged the purchasers’ interest in bringing the original action and could overturn the trial court’s merits judgment, only the Court of Appeal sitting as the merits panel could decide it. The Court therefore partially quashed the appellate judgment and remanded the case to the Nîmes Court of Appeal. It left intact only the joinder of the appellate proceedings and the rulings excluding the sellers’ August 2022 submissions and exhibits 20 through 35 and treating their March 8, 2021 submissions as their latest admissible filing.
Key Takeaways
- An appellate case-management judge’s authority over inadmissibility objections does not extend to objections that would call the trial court’s merits judgment into question.
- An objection alleging that the original action was filed prematurely because a contractual deadline had not expired must be decided by the appellate court sitting on the merits.
- Partial cassation preserved the procedural rulings on joinder and exclusion of late submissions and evidence, while sending the remaining issues to the Nîmes Court of Appeal.
Why It Matters
The decision clarifies the boundary between the powers of an appellate case-management judge and those of the appellate merits panel. French litigants must direct objections concerning the conduct of the appeal to the case-management judge, but objections capable of undoing the first-instance merits ruling remain for the merits panel—even when they were not decided below.