Cass. 1re civ., July 9, 2025, n° 23-23.066 F-D, Sté Le Moulin c/ CRCAM des Savoie
The French Supreme Court (Cour de cassation) has confirmed established case law that a société civile immobilière (SCI) taking out a loan to finance the acquisition of a building is acting for professional purposes. It cannot therefore avail itself of the protections provided by the French Consumer Code, particularly with regard to unfair terms.
In this case, an SCI had taken out three loans in Swiss francs to finance the purchase of and work on a property. The Court ruled that, in acting in accordance with its corporate purpose, the SCI was acting for professional purposes. It cannot therefore be qualified as a non-professional within the meaning of the French Consumer Code (art. liminaire, 2°). This position is in line with the jurisprudence handed down in the field of insolvency proceedings and bank guaranteeswhere the economic purpose of the act takes precedence over the company’s profile.
It doesn’t matter whether the SCI is a family business, owns a single property or is intended for the residential use of its partners: professional status derives from the purpose of the transaction and the object of the articles of association. SCIs cannot therefore invoke the rules governing unfair terms or compliance guarantees. They must be vigilant when negotiating bank loans, and anticipate contractual risks.
This decision reiterates that the decisive criterion is the corporate purpose. SCIs acting within their statutory scope are not protected as consumers or non-professionals, even if the transaction appears to be one-off or not-for-profit.
It is therefore essential, before any loan, to :
- Check contractual clauses carefully;
- Anticipating exchange rate and interest rate risks;
- To be accompanied by a business lawyer in Toulon to secure your banking negotiations;
- Study options for corporate safeguard plan orsupport in difficulty if the financial situation becomes complex.
