Quebra pre contratual na frança

THE BRUTAL AND UNILATERAL BRAKE OF THE PRE CONTRACTUAL NEGOCIATIONS – CASE SOCIÉTÉ ALAIN MANOUKIAN C/ WAJSFISZ

Introduction
In the present essay, the conducts during the pre contractual negotiations will be discussed. This topic is a particular juridical issue once that involves relevant legal aspects continually debated in the doctrine and in courts. When two or more parties start to negotiate, a process full of expectations, promises and investments – usually – also starts. Thus, to make this process efficient and trustful, parties must act in “good faith”. Otherwise, what can guarantee that all these efforts are not in vain if there is no contract yet? If there is no legal binding clause? If there is no formal document proving all these initial and fundamental negotiations? Theoretically, nothing. However, in the juridical practice the reality is different.
Specifically, will be analized a precedent, which involves all the mentioned topics. In 1997, the Société Alain Manoukian started negotiations with the shareholders Wajsfisz and Kritchmar (Wajsfisz al) regarding the sale of all capital from the Société Stuck. After more than eight months of meetings, emails, stipulations of suspensive conditions and deadlines, in the end, the Société Stuck made a Promise of Sale with another company: the Société Les Complices. In 1999, the Société Alain Manoukian suited both companies. The Cour de Appeal decision was in favour of the plaintiff and, so, the defendants appealed to the Court de Cassation. However, the veridictum of the Cour de Cassation followed the first one, defining the payment of 400.000 francs from the Wajsfisz al to the Société Alain Manoukian and acquitting the Société Les Complices. To do so, the courts had to answer how to define an improper behaviour of the parties and how to impute liability in the avant contract moment.

Part 1.1 Behaviours during the pourparlers
It is important to remark that pre contractual liability is not contractual,