Background
M. [Z] owns the French word mark “Polyter” and licensed it to PODG Développement SAS, which he chairs. PODG markets a water-retaining product under that mark. Geib France SARL, managed by M. [V], operated “laboutiquedupolyter.com” and sold Polyter-branded products acquired from a Swiss company.
After an infringement seizure revealed that Geib had acquired and sold 500 kilograms of those products, PODG and M. [Z] sued Geib for trademark infringement. A final February 8, 2022 judgment held that Geib had infringed the Polyter mark by unauthorized reproduction and awarded damages. PODG and M. [Z] then sued M. [V] personally, alleging that his involvement in the infringement and his refusal to produce court-ordered accounting records were faults separable from his managerial duties. The Paris Court of Appeal rejected those claims.
The Court’s Holding
The Court of Cassation quashed the appellate judgment in full. It held that when a third party alleges that the manager of a limited-liability company committed acts constituting the intentional criminal offense of trademark infringement under Article L. 716-10 of the Intellectual Property Code, the civil court must determine whether the manager’s own conduct satisfies that offense. If it does, the conduct is separable from the manager’s corporate functions and may create personal civil liability under Article L. 223-22 of the Commercial Code. The Court of Appeal therefore lacked a sufficient legal basis because it relied on uncertainty concerning ownership and distribution rights without deciding whether M. [V] personally committed the intentional offense.
The Court also held that M. [V]’s refusal to comply with a judicial order requiring Geib to produce sales and accounting records constituted an intentional fault of particular seriousness incompatible with the normal exercise of managerial duties. The Court of Appeal erred by treating that noncompliance as inseparable from his functions. The case was remanded to a differently composed panel of the Paris Court of Appeal; the Court of Cassation did not itself finally determine liability for the alleged criminal infringement.
Key Takeaways
- A company manager who personally commits an intentional criminal offense may be civilly liable to injured third parties because that fault is separable from corporate functions.
- When intentional trademark infringement is alleged against a manager personally, the civil court must determine whether the manager’s own acts constitute the offense.
- Intentionally refusing to comply with a court order directing the company to produce relevant records can itself be a particularly serious fault giving rise to personal liability.
Why It Matters
The decision clarifies that a court cannot reject a personal-liability claim against a corporate manager merely by characterizing the underlying conduct as insufficiently serious in its commercial context. It must address whether the manager personally committed the alleged intentional criminal offense.
The ruling also establishes that a manager cannot necessarily shelter behind the corporate entity when deliberately withholding evidence required by a judicial order. That principle may be especially important in intellectual-property cases, where accounting records are often essential to measuring damages.