The Court:

...

Given that it was within the powers of the Court whose judgment is under attack to interpret the articles of association and subsequent correspondence as showing that the firm which Mocke and Wancareghem established by contract on 24 October 1800 was simply a limited partnership, the Court did not violate any law

…

[This was the second occasion on which this litigation came before the Court of Cassation, for it had previously quashed a decision of the Court of Appeal in Brussels for giving the same interpretation to the documents in the case and upholding Wancareghem’s defence that he was not liable to the creditors of the firm Charles Mocke & Co., now bankrupt, since he was intended to be merely a sleeping partner. The Court of Cassation was not here agreeing with the Court of Appeal, but rather holding that the interpretation of private contracts and the intention they disclose is a matter for the triers of fact and not for the Court of Cassation, which is concerned with the even application of rules of law.]

Subsequent Developments

This note on subsequent developments reflects the legal situation as of October 2004.

Cour de cassation, sections réunies, 2 February 1808: "In deciding that a company was simply a limited partnership, according to the interpretation which it gave to the clauses of the articles of association and to the circular letters written in performance of this contract, a court has not moved outside of its competence and has not violated any law". Case law maintained.

According to the Code civil, Dalloz (2002), the solution laid down by this judgment which "decides that the judges have a sovereign power to interpret the clauses of a company document and that, even if it is proved that they have misinterpreted the intention of the parties, their decision cannot be quashed" is maintained. For Messrs Capitant, Terré and Lequette ("Les grands arrêts de la jurisprudence civil" (Leading judgments in civil case law) no 159), "this principle is now so much the more established because the solid reasons which form the basis of it have not prevented the case law from supplying it with the moderations and limits which are necessary". It is not in fact for the Cour de cassation to obtain a thorough knowledge of the matter and to investigate the elements of evidence itself, which it would have to do if it wished to determine the intention of the parties to the contract. Nevertheless, "the principle of the sovereignty of the judges of the lower courts is not absolute": although the Cour de cassation does not control interpretation of contracts, it criticises the judges of the lower courts when they wrongly describe stipulations which, in the exercise of their sovereign power they have established to exist; and, although it does not criticise false interpretation of the contract, it does criticise the denaturing of it.

Translation by Mr Raymond Youngs

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