Commercial Law — Company law — Personal liability of management

Date Citation Note
28.04.1998 Com. Case No.961 Application for Review No.96-10.253 Case Vergent v. SNC Sogea et Autre This case concerns the circumstances in which members of the management of a company can be held personally liable for harm caused by their actions as managers. Articles 52 and 244 of the Law of 24 July 1966 (now Articles L223-22 and L225-251 of the Commercial Code) provide that directors in the case of a “société anonyme” or the “gérant(s)” in the case of a “société à responsabilité limitée” (the most common forms of limited liability company) are liable to the company or to third parties for, inter alia, faults committed in the course of management. The Court held that liability arises only in the case of faults committed by such managers which are separable from the carrying out of their functions. This decision seems somewhat surprising in the circumstances of this case since the Court held that it had not been shown that the manager in question had committed such a separable fault, even though the basis of the action against him seems to have been a false certificate established by him upon which the plaintiff had relied.