♥️♥️ If you liked this video, don't hesitate to like it, comment and subscribe so you don't miss the next ones. ♥️♥️ If you want to follow our news, join us on our networks: ???? instagram: / filezdroit ???? twitter: / droitfilez ⚠️ Warning ⚠️ This video is only intended to help you understand judgments that are sometimes quite complex. They are in no way intended to replace the doctrine which constitutes a solid source of knowledge. Don't forget that plagiarism is prohibited and severely punished in the academic context. So don't forget to cite your sources and put your quotes in quotation marks. ⤵️ Here is the text of the video ⤵️: Hello lawyers! Today, we will study the MANOUKIAN decision of 26 November 2003 of the Commercial Division of the Court of Cassation. This will therefore be an opportunity to study the negotiation period taking place before the conclusion of a contract. The facts are as follows: The shareholders of a company called "STUCK" seek investors with a view to selling shares making up their capital. It is with this aim in mind that the company "ALAIN MANOUKIAN" enters the scene, which will begin talks in order to negotiate the purchase of said shares. The proposed sale is thus raised between the two parties, and the negotiations then become relatively serious. But at the same time, in order to ensure the sale of its capital, the company STUCK also agreed to a promise to sell these same shares to another company called "Les Complices". Yes, well... we'll refrain from making a joke about this name... Without falling into determinism, let's just say that the situation was premonitory. Where it posed a problem was that the MANOUKIAN company was absolutely not kept informed of these parallel negotiations. Worse, the STUCK company deliberately left them in suspense by making them believe that only the absence of the chartered accountant was delaying the signing of the protocol. They let the situation last for two weeks before finally informing the MANOUKIAN company of their choice to sell the shares to the accomplices. The appeal court came to side with the MANOUKIAN company, considering that the promise agreed with the accomplices wrongfully broke the negotiations previously initiated by the STUCK company. The question then arose: Is it possible to compensate for the wrongful termination of the negotiations even though this period is not yet governed by any contract? Therefore, if applicable, two subsidiary questions are added, complicating the issue: On what basis and how can such a wrongful termination be compensated? And Who will be held liable? Before studying the solution provided by the Court of Cassation, it is appropriate to make a brief reminder: In principle, and except in special cases (such as the duty of loyalty of the corporate director for example, or conventional agreements establishing an obligation to negotiate), negotiations preceding the conclusion of a contract are free. Enshrined since the 2016 reform of contract law in Article 1112 of the Civil Code, this principle of contractual freedom is nevertheless now tempered by a principle of good faith, according to which negotiations must be conducted seriously, consistently and discreetly. But Article 1112 did not exist at the time in 2003. Let us return to our specific judgment. Before the 2016 reform of contract law, the requirement of good faith during negotiations was therefore not yet legally recognized and the law did not provide for such a requirement. This principle was therefore established in case law by... our MANOUKIAN ruling! The Senior Magistrates of the Commercial Chamber decided not only that there is indeed an obligation of good faith during negotiations, but also that the unilateral and bad faith termination of negotiations can be sanctioned. However, in the absence of any contract at this stage of the negotiations, it will therefore be necessary to seek compensation from the extra-contractual liability side of Articles 1240 et seq. of the Civil Code (remember, we discussed this in the JAND'HEUR and TEFFAINE rulings in particular). Be careful, however, only the damage linked to the abusive termination can be compensated, and not the loss of a chance to realize the gains that could have been hoped for from the conclusion of the contract. Furthermore, only the person who has breached the principle of good faith can be held liable. The fault therefore does not extend to the competitor who obtained the conclusion of the contract. In other words, the accomplices were not really involved here in the sense of tortious liability.