Seller v. Purchaser Regarding Unregistered Share Pre-emption Right
France (FR)
Synthèse Legislator
Généré par l'IAA purchaser of shares who was aware of a prior agreement restricting the sale of those shares, despite this knowledge, proceeded with the purchase, and the seller subsequently sued for annulment of the sale, arguing breach of the pre-emption right stipulated in the prior agreement; the court rejected the appeal, reasoning that the prior contractual stipulation, lacking any third-party publicity (such as registration in a public register), created only a personal obligation between the contracting parties, and therefore, the purchaser, not being a party to that agreement, could not be held to its terms under the principle of privity of contract, even if they had knowledge of the restriction.
Regeste Legislator
Généré par l'IASeller v. Purchaser Regarding Unregistered Share Pre-emption Right: A purchaser of shares who was aware of a prior agreement restricting the sale of those shares, despite this knowledge, proceeded with the purchase, and the seller subsequently sued for annulment of the sale, arguing breach of the pre-emption right stipulated in the prior agreement; the court rejected the appeal, reasoning that the prior contractual stipulation, lacking any third-party publicity (such as registration in a public register), created only a personal obligation between the contracting parties, and therefore, the purchaser, not being a party to that agreement, could not be held to its terms under the principle of privity of contract, even if they had knowledge of the restriction.