Refusal To Vote For A Capital Increase And The Aim Of Hindering
LexInter | June 3, 2017 | 0 Comments

Refusal To Vote For A Capital Increase And The Aim Of Hindering

FRENCH REPUBLIC
IN THE NAME OF THE FRENCH PEOPLE

Ruling both on the cross-appeal noted by Mr Couvaud and on the main appeal brought by the company Arti Moul SAAM;

Whereas it results from the judgment under appeal (Riom, March 13, 1996) and from the judgment which it partially confirmed, that the shareholders’ equity of the company Arti Moul SAAM (the company SAAM) having become less than half of the capital company, an extraordinary general meeting was convened in order to decide whether there was any need for early dissolution, and if not, to proceed with a capital increase; that the dissolution having been postponed, the capital increase could not be adopted by the required majority, following the refusal of Mr. Couvaud, holder of forty percent of the shares, to vote it; that the company had then assigned him to see that his attitude constituted an abuse of a minority, to obtain the designation of

On the single ground of the main appeal, taken in its first and third limbs:

Whereas the SAAM company accuses the judgment of having rejected its claim for damages then, according to the appeal, on the one hand, that it follows from the own findings of the Court of Appeal that the refusal by Mr. Couvaud to vote for the capital increase constituted an abuse of rights, this being an essential operation, essential to the preservation of social interests, only likely to ensure the survival of the company and its normal functioning, no credit can no longer be granted to it, failing this, by banking organizations; However, after considering itself, after having thus characterized itself as an obstacle to the normal functioning of society, that the existence of damage had not been established, the Court of Appeal did not did not draw the legal consequences which flowed from its own findings with regard to article 1382 of the Civil Code which it violated; and then, on the other hand, that it is up to the trial judges, if they do not consider themselves convinced by the quantified demonstration of the victim, to assess themselves if necessary by appealing, if they consider necessary, for an expert report, the amount of damages capable of repairing the damage invoked; that rejecting his request for compensation, reason taken from the impossibility of checking his account, the Court of Appeal violated Article 1382 of the Civil Code in addition to Articles 12, 143 and 144 of the new Code of Civil Procedure; it is up to the trial judges, if they do not consider themselves convinced by the quantified demonstration of the victim, to assess themselves if necessary by resorting, if they consider it necessary, to an expert report, the amount of damages such as to compensate for the damage claimed; that rejecting his request for compensation, reason taken from the impossibility of checking his account, the Court of Appeal violated Article 1382 of the Civil Code in addition to Articles 12, 143 and 144 of the new Code of Civil Procedure; it is up to the trial judges, if they do not consider themselves convinced by the quantified demonstration of the victim, to assess themselves if necessary by resorting, if they consider it necessary, to an expert report, the amount of damages such as to compensate for the damage claimed; that rejecting his request for compensation, reason taken from the impossibility of checking his account, the Court of Appeal violated Article 1382 of the Civil Code in addition to Articles 12, 143 and 144 of the new Code of Civil Procedure;

But given that after noting that the existence of the financial costs mentioned by the SAAM company in support of its claim for damages did not result from Mr. Couvaud’s refusal to vote for the capital increase, it is sovereignly that the Court of Appeal considered that the reality of the financial damage invoked was not established;

On the single ground of the main appeal, taken in its second part:

Whereas the company SAAM also requests the quashing of the judgment in that it rejected its claim for damages as a consequence of the quashing of a judgment rendered on July 17, 1995 by the Riom Court of Appeal and subject to appeal n ° S 95-15.690;

But whereas this last appeal was rejected on May 27, 1997 by the Commercial and Financial Chamber of the Court of Cassation; that the means can not therefore be received in its second branch; 

On the single ground of the cross-appeal: 

Whereas Mr. Couvaud criticizes the judgment for having confirmed the judgment in that it had ordered the convening of an extraordinary general meeting to vote on the principle of a capital increase and appointed an ad hoc proxy to vote where appropriate in its stead and place in the interest of the company then, according to the appeal, that the abuse of minority is defined as the attitude of the minority shareholders which undermines the corporate interest, by preventing the realization of ‘an essential operation for society, and for the sole purpose of selfishly promoting their personal interests; that in the present case, by confining itself to asserting that her opposition appeared to be dictated by purely personal considerations, without indicating how, according to her, 

But has tended that the judgment holds that the refusal of Mr. Couvaud to vote the increase of capital essential to the survival of the company, had for sole purpose to hinder the functioning of this one and had been dictated by purely personal considerations, in particular his removal from the board of directors and the interests he owned in a competing company, in which his son-in-law, himself ousted from the SAAM company, held the majority of the capital; that the state of these findings and statements, the court of appeal legally justified its decision ; whence it follows that the plea is unfounded;

FOR THESE REASONS :

DISMISSES both the main and incidental appeals.

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