Ccass. Com., May 7, 2025, appeal no. 23-15.931
A SARL and several of its partners sued a former managing director, claiming that management irregularities had caused damage to the company. The appeal court, considering that the ut singuli action is subsidiary, declared the partners’ action inadmissible, as the company had already brought its own action.
The Cour de cassation’s solution
The Cour de cassation overturned the appeal decision, ruling that the partners had a right of action in their own right to seek compensation for the loss suffered by the partnership, and that the parallel exercise of the action by the partnership could not deprive them of this right. The ut singuli action is therefore not subsidiary.
The action ut singuli may be exercised autonomously, independently of that exercised by the company. It can be introduced before, at the same time or even afterwards. This autonomy protects the corporate interest and avoids the risk of directors’ misconduct being neutralized by complacent corporate action.
The May 7, 2025 ruling enshrines the full procedural autonomy of the ut singuli corporate action, in favor of protection of the corporate interest by the partners themselves, including in the event of parallel action by the partnership.
Legal foundations
This decision is based on :
- Article 31 of the Code of Civil Procedure, which opens up the action to anyone with a legitimate interest ;
- Article L. 223-22, paragraph 3 of the French Commercial Code, which allows partners to bring a corporate liability action against the manager.
The Court has reversed the position it took in its ruling of May 27, 2021 (Cass. com. 27-5-2021, n° 19-17.568), in which it seemed to accept the subsidiary nature of the ut singuli action. It now reverts to its traditional position, asserted in particular in :
