A veterinary surgeon, co-manager of a veterinary practice SARL, was dismissed. Contesting her dismissal, she took the company to court.
The SARL raised a plea of lack of jurisdiction in favor of the Commercial Court. In the end, the Court of Appeal ruled that the Commercial Court had jurisdiction, on the grounds that the claim by the former manager, who was not a trader, was based on an activity with a civil connotation.
The Cour de cassation’s solution
The Cour de cassation overturned the appeal ruling, noting that :
- This is a dispute concerning the revocation of a SARL management mandate.
- There is no applicable derogation (it does not fall under the exceptions of L. 721-5).
- It doesn’t matter whether the plaintiff is a non-businesswoman and the activity is civil (veterinary activity): the legal form takes precedence.
It reversed the decision of the Court of Appeal, applied the rule of exclusive jurisdiction and referred the case back to the Rodez Commercial Court.
The Cour de cassation relies on three key articles of the French Commercial Code:
- L. 721-3, 2°: disputes relating to commercial companies fall exclusively within the jurisdiction of the commercial courts.
- L. 210-1: a SARL is, by its form, a commercial company, whatever its purpose or activity.
L. 721-5: exceptions to referral to court
a) if the dispute is with a person who is not a businessman, is not party to the partnership agreement and is not a member of the company’s governing bodies,
b) if the SARL is a regulated liberal practice company (e.g. SELARL).
