Contractual Guarantees Relating

Reference decision: cc • No. 13-12.483 • 2015-02-03 • View decision →

This decision provides important clarification on your property law. Here is what it changes for you.

The situation

Contractual guarantees relating to the composition of the corporate assets or liabilities, supplementing legal provisions, do not deprive the acquirer of corporate rights who claims that his consent was vitiated of the right to seek annulment of the deed on the basis of those provisions

What the law says

This decision confirms the fundamental principles of property law.

Key points to remember

Strictly comply with the statutory time limits for appeal
Keep all your supporting documents (titles, deeds, correspondence)
Anticipate: preventive advice always costs less than litigation

For an analysis of your situation: 30-minute consultation at €45 with Maître Zakine.

📌 Does this apply to your situation? Maître Cécile Zakine, French real estate lawyer, practises throughout France.
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Practical use cases

Buyer challenges share deal after hidden debt

A first-time buyer in Lyon purchased shares of a company that owns a commercial property for €200,000. Six months later, he discovers the company had an undisclosed tax debt of €30,000 that was not covered by the contractual guarantees. He wants to annul the sale due to misrepresentation.

Practical application:

The buyer can seek annulment for defective consent even though the contract included specific guarantees about the company's liabilities. He must act within the statutory time limit from discovery (typically 5 years for error/dol). He should immediately gather all correspondence and financial records, and consult a French property lawyer to file a claim before the Lyon Tribunal de Grande Instance.

Landlord discovers undisclosed structural defects

A landlord in Marseille bought shares of a real estate company that owns an apartment building for €500,000. The contract contained guarantees that the building had no hidden defects. After a year, severe foundation cracks appear, costing €80,000 to repair. The seller refuses to compensate, citing the contractual guarantees.

Practical application:

The landlord can still sue for annulment based on dol (fraud) or error, as the case law confirms contractual guarantees do not prevent challenging consent. He must prove the seller knew of the defects and remained silent. He should obtain an expert report, send a formal notice (mise en demeure), and initiate legal action within 5 years of discovering the cracks.

Co-owner challenges sale of common areas

A co-owner in a Parisian condominium (copropriété) discovers that the syndicate sold a part of the common garden to a developer without unanimous consent. The sale was approved by a majority vote but the co-owner's consent was not sought. He wants to annul the deed of sale.

Practical application:

Even if the deed included guarantees about the validity of the vote, the co-owner can seek annulment for defective consent because the sale required his unanimous agreement. He must act promptly – within 5 years from the deed's signature. He should write to the syndic demanding the annulment and, if refused, file a claim with the Paris Tribunal Judiciaire. Retaining a lawyer is essential due to the complexity of copropriété law.

Contractual Guarantees Relating

The situation

What the law says

Key points to remember

Legal information

Source

Keywords

Practical use cases

Buyer challenges share deal after hidden debt

Landlord discovers undisclosed structural defects

Co-owner challenges sale of common areas

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Maître Zakine, Doctor of Law