♥️♥️ 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 ⤵️: Today we are going to study the contours of defects in consent with the notion of fraud. What happens when one of the contracting parties remains silent on determining elements of the contract? This is what is called "fraudulent reticence". This notion is notably questioned in the Bouygues des Grands moulins de Paris case decided by the commercial chamber of the Court of Cassation on February 27, 1996. A shareholder of the French commercial and financial company (the CFCF company) wishes to sell her shares. To do this, she asks the company's president, Bernard Vilgrain, to act as an intermediary for the sale by looking for buyers. She sold him her 3,321 shares for the sum of 3,000 francs per share so that he could resell them to the purchasers: the Z spouses. However, this contract for the sale of shares to the Z spouses contained a clause stipulating that, in the event that the spouses sold all of their shares before the end of the year for a price higher than 3,500 francs per share, 50% of the excess amount would be paid to Mr. Vilgrain. But 4 days after the sale, the Z spouses resold the shares to the Bouygues company for the sum of 8,800 francs per share. The transaction was therefore very profitable for the Z spouses, but also for Mr. Vilgrain who received a commission on the profits from the resale in execution of the clause contained in the contract. On the other hand, the transaction was much less interesting for the first seller. All the more so since Mr. Vilgrain had been let into the secret, during the negotiation of the sale, that the Z spouses were looking for a buyer for a sum greater than 7,000 francs. But what is fraud? Let's do a little reminder! Article 1128 of the Civil Code states that one of the essential conditions for the validity of a contract is the expression of the consent of the parties, as well as their capacity, and the lawful and certain content of the contract. Therefore, for a contract to be perfect, it must obtain the consent of the parties. In certain cases, the validity of the contract can be contested even if consent had been obtained. We then say that the consent is vitiated. There are three defects of consent: error, violence and fraud. Article 1137 of the Civil Code defines fraud as "the fact for a contracting party to obtain the consent of the other by maneuvers or lies." The problem was then to know whether fraud could constitute a defect of consent in the case where the co-contracting party did not commit any positive act constituting maneuvers or lies. In this case, Mr. Vilgrain had simply refrained from revealing that the sale was made at a price significantly lower than that which could be obtained from another purchaser. Thus, does the fact that a co-contracting party remains silent on elements determining the consent of his co-contracting party constitute fraud? We then call the fact of remaining silent on elements determining the consent of his co-contracting party "deceitful reticence" which constituted fraud in this case. The co-contracting parties then have a pre-contractual obligation to provide information on the value in the transfer of securities. The Baldus judgment was until then the authority on matters of deceitful reticence (Cass. 3rd civ., May 3, 2000, no. 98-11381). In this judgment, the buyer who does not inform his seller of the real price of the thing does not commit fraudulent concealment. There is then no obligation of information of the buyer, even professional, towards his co-contractor. The Vilgrain judgment is an exception to the principle established by the Baldus judgment. In the case of transfers of company shares, there is a particularly important obligation of information when the purchaser of company shares of another partner is the manager of the company. The manager is therefore required to inform the shareholders of all events which could change the value of their shares, he is therefore subject to an obligation of loyalty towards his shareholders, in other words he must conduct the negotiations in good faith.