General Meeting and Transfer of Common Parts: Sufficient Information to Avoid Annulment

Imagine: you own a flat in Langon, in the Gironde, and you receive the notice for the general meeting of your co-ownership. On the agenda is the authorisation to sell part of the garden to two neighbours. The price is stated, the area too. You vote for or against, without having seen a detailed plan or a draft notarial deed. The sale takes place. But another co-owner, considering that he was not sufficiently informed, sues you. Who is right?

The Court of Cassation answered this question in a judgment of 23 November 1994, which has become a reference for all co-ownerships. The principle? A general meeting can validly authorise the transfer of common parts without providing a complete file, provided that the agenda is sufficiently precise. Analysis.

Yes, a simple notice can sometimes be enough to validate a complex property transaction. But be careful: this decision does not give a blank cheque to managing agents. It sets a minimum threshold of information. Let's see together what this means in practice, with examples that speak to every owner or co-owner, whether you are in Bordeaux or Le Bouscat.

The facts: a story like many that happen every day

In this case, the property company Les Jardins de Chaillot (the company) was a co-owner in a Parisian building. During a general meeting, the co-owners voted on two resolutions authorising two of them to acquire common parts: one a courtyard, the other a room. The agenda stated for each acquisition: the area (the exact surface), the proposed price, the terms of refurbishment and the responsibility for the works. No plan attached, no draft sale deed.

The company, dissatisfied, sued the co-owners' association for annulment of these decisions. Its main argument: it had not been provided with the plans and documents relating to the proposed transfer, which would have prevented it from voting with full knowledge of the facts. It considered that the resolution was therefore irregular.

The lower court judges (Court of Appeal) initially dismissed its claim, considering that the agenda was sufficiently detailed. The company then appealed to the Court of Cassation. In its judgment of 23 November 1994, the Court of Cassation upheld the decision of the appeal judges: the claim for annulment was dismissed.

The reasoning of the court — analysed

The core of the dispute concerned the extent of the information due to co-owners before a general meeting. According to Article 8 of the Law of 10 July 1965 (governing co-ownership), any decision to dispose of (sell) common parts must be authorised by the general meeting by a majority of votes of all co-owners. But the law does not require that all documents relating to the sale be attached to the notice.

The Court of Cassation held that the wording of the agenda alone contained the essential conditions of the proposed contracts: the subject matter (which common part), the price, and the costs of refurbishment. The information provided was therefore sufficient to enable the co-owners to make a decision. No plan or additional document was necessary.

This reasoning is based on a simple idea: the notice must enable each co-owner to understand what is proposed, without requiring exhaustive documentation that would unnecessarily burden the procedure. The judges thus gave precedence to the efficiency of collective management over an excessive formal requirement. This is not a reversal, but a classic application of the principle of proportionality.

What this means for you — practically

This decision is good news for co-ownerships that wish to sell common parts without facing delaying actions. But be careful: it does not mean you can vote blindly.

For the co-owner seller: if you are the potential purchaser, ensure that the agenda states the price, area and conditions. A simple 'transfer of part of the garden' without further detail could be challenged. Concrete example: in Le Bouscat, a co-owner obtained the purchase of a cellar for €5,000, with mention of the refurbishment works to be at his expense. The decision was upheld.

For the opposing co-owner: if you believe the information is insufficient, you must act quickly. The time limit to challenge a general meeting is two months from notification of the minutes (Article 42 of the 1965 Law). But if the agenda is precise, your challenge is unlikely to succeed. It is better then to focus on other irregularities (failure to convene, majority not reached).

For the managing agent: this case law supports the practice of drafting detailed agendas. But do not take advantage of it to be too vague: better too much information than too little. A concrete example: if the transfer concerns a plot of 50 m² at a price of €20,000, state it explicitly. The Court of Cassation upheld an agenda that even specified the responsibility for refurbishment.

Four tips to avoid this type of dispute

• Draft a precise agenda: state the exact area of the common part being transferred (e.g., 'lot no. 5, cellar of 8 m²'), the price, and who pays for any works. Do not just say 'sale of part of the garden'.
• Attach a rough plan if possible: even if the law does not require it, a simplified plan (a sketch) can dispel doubts and avoid challenges. It costs nothing and secures the decision.
• Check the required majority: the transfer of common parts requires the unanimous vote of all co-owners, unless the co-ownership rules provide otherwise. A simple majority is not enough. Ensure the vote is carried by the correct majority.
• Keep all evidence: retain the notice, the minutes, and any correspondence with the managing agent. In case of a challenge, these documents will be your best defence.

Further reading: related case law and developments

This decision is part of a consistent line of the Court of Cassation. A few years earlier, in a judgment of 10 May 1989 (no. 87-18.456), the Court had already held that the notice of a general meeting must contain the essential elements of the decision, without requiring exhaustive documentation. Conversely, in a judgment of 8 March 1995 (no. 93-13.762), it annulled a decision because the agenda merely mentioned 'authorisation of works' without specifying their nature or cost.

The trend is therefore clear: judges tolerate minimal information, but penalise serious omissions. Since 1994, practice has stabilised: managing agents draft increasingly detailed agendas, for safety. For the future, the question may arise for online transfers: would an electronic notice with a link to a detailed document be sufficient? Most likely, provided the link is functional and accessible.

What you must absolutely remember

FAQ:

• Can I challenge a sale of common parts if I did not receive a plan? No, if the agenda states the area, price and costs. Without these elements, yes.
• What if the agenda is too vague? Ask the managing agent for details before the meeting. If he refuses, you can vote against and challenge within two months.
• What is the time limit to act? Two months from notification of the minutes of the general meeting.
• Who pays the notary's fees in case of a transfer? Unless specified in the agenda, the purchaser pays. It is better to mention it.
• Must the sale be approved unanimously? Yes, unless the co-ownership rules provide for a different majority. Check your rules.

Are you in a similar situation? A first 30-minute consultation with Maître Zakine (€45) can save you months of proceedings — and often much more. Book an appointment →