Cass. com., 4 June 2025, no. 24-11.580

In this ruling, the Court of Cassation clearly emphasises that the judge cannot substitute his assessment for that of the parties when determining the sale price. This decision reaffirms the formal prohibition on judges setting prices and delimits their powers.

Pharmacie Girardeaux had entered into a promise to sell a pharmacy business to Pharmacie Bourdois, providing for the final price to be determined by reference to annual turnover adjusted for various items.

In the absence of a final agreement between the parties on the elements to be deducted, a third-party valuer was to be appointed to determine the final price.

The Poitiers Court of Appeal nevertheless decided to set the sale price itself, estimating the amount of the disputed elements and thus proceeding to a direct judicial valuation.

The Court of Cassation criticised this decision, recalling the principle laid down in Articles 1591 and 1592 of the Civil Code, according to which ‘the sale price must be determined and designated by the parties’ or, failing that, be set ‘by a third party’ but in no case by the judge:

‘By approving the court’s decision to determine the sale price itself, by quantifying the amount to be deducted from the annual turnover, on which the parties disagreed, the Court of Appeal violated the above-mentioned provisions.’

This decision clearly reiterates that judges may only intervene within the strict limits defined by the parties and by law, and may under no circumstances substitute their own assessment for that of a third-party evaluator appointed or to be appointed in accordance with the process defined in the contract.

This decision thus reinforces the legal certainty of contracts and the will of the parties, as the judge cannot take the initiative to substitute himself for this third party. The intention was certainly laudable, but the judge must limit himself to what the parties have defined.

By Olivier Vibert,

Lawyer at the Paris Bar and partner at the business law firm KBESTAN.