Cass. com., 12 March 2025, No. 23-23.961

In a ruling dated 12 March 2025, the commercial chamber of the Court of Cassation reiterated that the implementation of a centralised cash pooling agreement, even between companies in the same group, does not in itself allow the transfer of debt from one company to another, unless expressly stipulated or proven by a clear contractual commitment.

The context: an intra-group claim against a background of liquidation

In 2017, Mr X, a former partner in Europe Asset AG, obtained an order requiring the company to reimburse him for sums owed in respect of his current partner account.

By a centralised cash pooling agreement concluded in 2018 between Europe Asset AG and its subsidiary, Investissement Immobilier Européen (SIIE), both managed by the same president, SIIE was mandated to manage the group’s treasury. In this context, it issued several cheques to Mr X, some of which remained unpaid.

When the two companies were successively placed in a winding up proceeding (2020 and 2021), Mr X attempted to have his claim recognised as a liability of SIIE, invoking the aforementioned cash pooling agreement.

At stake: the legal scope of a cash pooling agreement

The question put to the Court of Cassation was as follows: can an intra-group treasury agreement validly form the basis for the transfer of a debt from a parent company to its subsidiary?

Mr X argued that Article L. 511-7 of the Monetary and Financial Code allowed a company to carry out treasury operations with other companies in the group, provided there is a capital link conferring effective control. In his view, this framework legitimises the imputation of the debt to the company SIIE, which had issued the disputed cheques.

The decision: no transfer of debt without a clear commitment

The Court of Cassation rejected the appeal.

It first reiterated that a treasury agreement may be lawful between companies of the same group pursuant to Article L. 511-7 CMF, but this does not automatically imply an undertaking to pay each other’s debts.

However, the agreement submitted for consideration expressly stipulated that the parties remained independent and each retained management of their obligations. The court of appeal therefore rightly deduced that no transfer of payment obligation was provided for with regard to external creditors (pt. 9).

In the absence of additional proof of an effective commitment by SIIE to Mr X, the request for the admission of the claim to the liabilities was legitimately rejected.

📌 Important :

• An intra-group cash pooling agreement allows for financial flows between affiliated companies but does not automatically transfer debts, unless there is a clause or proof to the contrary.
• Article L. 511-7 of the Monetary and Financial Code authorises these transactions within the framework of effective control, but does not in itself create an obligation towards third parties.
• The creditor of a company cannot rely on such an agreement to demand payment from another company in the group without demonstrating a specific contractual commitment.

Article written by Olivier Vibert

Lawyer in Paris registered at the Paris bar association