Interdependence Of Contracts
LexInter | August 28, 2008 | 0 Comments

Interdependence Of Contracts

Claimant (s) to the cassation: company Faurecea Seats of Automobiles SA
Defendant (s) to the cassation: company Oracle France, simplified joint stock company and others

Ruling both on the main appeal brought by the company Faurecia and on the cross-appeals raised by the companies Oracle and Franfinance;

Excludes, at its request, the company Ineum consulting, coming to the rights of the company Deloitte Touche conseil (the company Deloitte);

Whereas, according to the judgment under appeal, that the company Faurecia seats of automobiles (the company Faurecia), then called Bertrand Faure equipments, wished in 1997 to deploy on its sites an integrated software mainly covering the management of production and the commercial management; that advised by the company Deloitte, it chose the software V 12, proposed by the company Oracle but which was not to be available before September 1999; that a license contract, a maintenance contract and a training contract were concluded on May 29, 1998 between the companies Faurecia and Oracle, while a contract for the implementation of the “Oracle applications program” was signed in July 1998 between the companies Faurecia, Oracle and Deloitte; that in the meantime, the Iberian sites of the company Faurecia needing a change of software to pass the year 2000, a temporary solution was installed; that reasons that the provisional solution knew serious difficulties and that version V 12 was not delivered to him, the company Faurecia ceased to regulate the royalties; that assigned in payment by the company Franfinance, to which the company Oracle had assigned these royalties, the company Faurecia called in guarantee the company Oracle then sued the latter and the company Deloitte for purposes of nullity for fraud or resolution for non-performance of all contracts signed by the parties; that reasons that the provisional solution knew serious difficulties and that version V 12 was not delivered to him, the company Faurecia ceased to regulate the royalties; that assigned in payment by the company Franfinance, to which the company Oracle had assigned these royalties, the company Faurecia called in guarantee the company Oracle then sued the latter and the company Deloitte for purposes of nullity for fraud or resolution for non-performance of all contracts signed by the parties; that reasons that the provisional solution knew serious difficulties and that version V 12 was not delivered to him, the company Faurecia ceased to regulate the royalties; that assigned in payment by the company Franfinance, to which the company Oracle had assigned these royalties, the company Faurecia called in guarantee the company Oracle then sued the latter and the company Deloitte for purposes of nullity for fraud or resolution for non-performance of all contracts signed by the parties;

On the sole ground of the cross-appeal of the company Franfinance  :

Whereas the company Franfinance criticizes the judgment for having ordered, as of January 11, 2005, the capitalization of accrued interest under the terms of article 1154 of the civil code on the sum of 3,381,566.20 euros that the company Oracle was condemned to pay to the company Franfinance, then, according to the means, that the company Franfinance had requested the capitalization of the interests in its conclusions of appeal of October 21, 2003; that by ordering the capitalization as from January 11, 2005, the court of appeal violated articles 1154 of the civil code and 4 of the new code of civil procedure;

But whereas in application of the provisions of article 954 of the new code of civil procedure, the parties must resume, in their last writings, the claims and means previously presented or invoked in their previous writings; that failing, they are deemed to have abandoned them and the Court of Appeal rules only on the latest conclusions filed; that after having noted that, in its last writings of January 11, 2005, the company Franfinance did not ask that the capitalization of the interests which it requested be ordered from a date prior to these writings, the court of appeal has ordered, rightly, the capitalization of interest from the last entries; that the means is unfounded;

On the first ground of the cross-appeal of the company Oracle  :

Whereas the company Oracle complains to the judgment of having pronounced the partial resolution of the license contract and the termination of the training contract dated May 29, 1998 to the wrongs of the company Oracle, noted the termination of the maintenance contracts and implementation, and consequently ordered the company Oracle, on the one hand, to guarantee the company Faurecia against the latter’s order to pay to the company Franfinance the sum of 203,312 euros with interest at the contractual rate of 1.5 % per month from March 1, 2001 and capitalization of interest due from March 1, 2002, on the other hand, to be paid to the company Franfinance the sum of € 3,381,566.20 with interest at the legal rate as of March 20 November 2001 and capitalization of interest due on or after January 11, 2005, thenaccording to the means:

1 ° /that due to the principle of the independence of legal acts, indivisibility, which cannot be presumed, cannot be deduced from the mere observation that several conventions come together for the achievement of a common objective, and cannot result only from the willingness of the parties to place their commitments within the framework of an indivisible whole; that by limiting oneself to accepting, in order to admit that the contracts at issue were interdependent and that there was no reason to reserve a particular fate for one or the other of them, that these contracts “pursued all the same goal and made no sense independently of each other ”,

2 ° / that the principle of independence of legal acts being the rule, indivisibility ,which can only be subjective or of conventional origin, presupposes, in order to be established, an unambiguous agreement between the parties revealing that the contracts in question cannot each be the subject of a separate and partial performance with regard to the together ; that by stating that the contested agreements were interdependent and that there was no need to reserve a particular fate for one or the other of them, after having nevertheless noted that these four contracts were not “Not indivisible in the sense that the dual purpose of the first phase” conferred on it “a certain autonomy” which meant that “the project” could “not have been carried out entirely without calling into question the services provided for the transition to the year 2000 of the Iberian sites ”, which resulted in

But given that having retained that the four disputed contracts were interdependent, insofar as they all pursued the same goal and made no sense independently of each other, the maintenance and training services not being conceived without the licenses to which they related and the acquisition of these licenses by the company Faurecia having no reason to exist if the implementation contract was not executed, the court of appeal did not have to note that the company Oracle was informed, since this company had itself concluded the four contracts concerned  ; that thus the judgment incurs no complaints formulated by means; that the latter is unfounded;

And on the second ground of the cross-appeal brought by the company Oracle  :

Whereas the company Oracle still makes the same complaint with the judgment, then, according to the means:

 1 ° / that by ordering the company Oracle to pay the company Franfinance a sum of 3,381,566 euros, i.e. a balance of 3,584,878 euros representing all of the 2,890 licenses granted to the company Faurecia under the license contract partially terminated, after deduction of a sum of 203,312 euros representing the amount of 440 unresolved licenses, the Court of Appeal, which had no request on this count, included the database licenses in the scope of the resolution pronounced; that it thus ruled on what was not requested, and violated Articles 4 and 5 of the new code of civil procedure;

2 ° / that by ordering the company Oracle to pay the company Franfinance a sum of 3,381,566 euros, i.e. a balance of 3,584,878 euros representing all of the 2,890 licenses granted to the company Faurecia under the license contract partially terminated, after deduction of a sum of 203,312 euros corresponding to the 440 licenses which remained in force, without explaining the fate thus reserved for the royalties of the database licenses and the reasons which, according to it, justified that ‘they were integrated into the perimeter of the pronounced resolution, the court of appeal deprived its decision of reasons and violated article 455 of the new code of civil procedure;

3 ° /that a contradiction between two heads of the device is equivalent to an absence of reasons; that by ordering the company Oracle to pay the company Franfinance a sum of 3,381,566 euros, i.e. a balance of 3,584,878 euros representing all of the 2,890 licenses granted to the company Faurecia under the terminated license contract, deduction made of a sum of 203,312 euros corresponding to the 440 licenses which remained in force, the Court of Appeal integrated the database licenses into the scope of the resolution pronounced, after having nevertheless decided that it was not than a partial resolution; that determining as it did, the court of appeal deprived its decision of reasons and violated Article 455 of the new code of civil procedure;

But expected that the means reproaches the Court of Appeal to have ruled beyond the claims of the parties; that this fact can only give rise to a request before the court which has ruled and can not open the way of cassation; that the plea is inadmissible;

But on the single ground of the main appeal:

Considering article 1131 of the civil code;

Whereas, in order to limit the sums owed by the company Oracle to the company Faurecia to the guarantee of the condemnation of this company to the payment of the sum of 203,312 euros to the company Franfinance and to reject the other claims of the company Faurecia, the judgment retains that the company Faurecia does not characterize the gross negligence of the company Oracle which would make it possible to rule out the limitation of liability clause, contenting itself with evoking breaches of essential obligations, without characterizing what would be the first and the second and since such shortcomings cannot result from the sole fact that version V 12 was not delivered or that the provisional installation was subsequently “uninstalled”;

Whereas by ruling thus, whereas it had, first of all, noted that the company Oracle had undertaken to deliver version V 12 of the software package, final objective of the contracts concluded in September 1999 and that it had not fulfilled this delivery obligation neither in 1999 nor later without justifying a case of force majeure, then noted that it had never been agreed on a deployment other than that of version V 12, which resulted in a breach of an essential obligation such as to defeat the application of the restrictive repair clause, the Court of Appeal violated the aforementioned text;

FOR THESE REASONS :

BROKEN AND CANCELED, but only in that it limited the condemnation of the company Oracle towards the company Faurecia to the guarantee of the condemnation of the latter towards the company Franfinance and rejected the other claims of the company Faurecia, the judgment delivered on March 31, 2005, between the parties, by the Versailles Court of Appeal; puts, therefore, on these points, the cause and the parts in the state where they were before the aforementioned judgment, with the exception of the company Ineum consulting, put out of cause, and, to be done right, returns them before the Paris Court of Appeal;

Makes the costs together and places them in half, on the one hand, at the expense of Oracle France and in half, on the other hand, at the expense of Franfinance;

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