Cession internationale de parts de société

Cession internationale de parts de société

  • Posted by admin
  • On 2 juillet 2013
  • 5771 Comments

En cas de litige sur une cession internationale de parts de société, la juridiction compétente est celle du débiteur de l’obligation de paiement.

La Convention de Lugano du 16 septembre 1988 (comme d’ailleurs le Règlement CE du 22 décembre 2000 concernant la compétence, la reconnaissance et l’exécution des décisions en matière civile et commerciale) contient des règles de compétence exclusive pour déterminer les juridictions compétentes en matière de sociétés.

Mais cette compétence ne prévaut que si le litige peut avoir une incidence sur la validité d’une décision des organes de cette société. A défaut, la Cour de cassation a considéré que d’autres règles déterminent la compétence, notamment en cas de litige portant sur une cession d’actions de société internationale (Cass. com, 16 avr. 2013, n°11-25956).Image3

Cette décision a été rendue a l’occasion des faits suivants : une cession de parts de société avait été conclue entre un Français et des Suisses. La convention, qui avait fait l’objet d’un agrément par le conseil d’administration de cette société, prévoyait que les cessionnaires s’engageaient, en cas de cession ultérieure des actions, à reverser au cédant une partie du prix de revente. Cette revente intervenue, le Français a assigné les Suisses en paiement du complément de prix devant le Tribunal de commerce de Lyon au visa de l’article 16-2 de la Convention de Lugano du 16 septembre 1988. Les cessionnaires suisses ont soulevé l’incompétence du tribunal de commerce sur le fondement de l’article 5-1 de la Convention de Lugano.

La Cour de cassation considère sans surprise que ce Tribunal ne pouvait être compétent sur le fondement de l’article 16-2. En effet, celui-ci retient la compétence exclusive des juridictions du siège d’une société pour connaître de tout litige susceptible d’avoir une incidence sur la validité d’une décision des organes de cette société.

Or, comme l’avait bien jugé la Cour d’appel, le litige portait sur les actes fondant l’obligation, soit les actes de cession, et non sur la validité de la délibération du Conseil d’administration. L’article 5 1) avait donc vocation à s’appliquer qui dispose qu’en matière contractuelle, le défendeur domicilié sur le territoire d’un Etat contractant peut être attrait, dans un autre Etat contractant, devant le tribunal du lieu où l’obligation qui sert de base à la demande a été ou doit être exécutée. Or, selon le droit français (droit du for en l’espèce), le paiement étant quérable, le lieu de l’exécution de l’obligation servant de base à la demande (critère de compétence de l’article 5 1) devait être situé en Suisse, lieu du domicile des débiteurs. Une juridiction suisse aurait donc dû être saisie.

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