TORTIOUS LIABILITY – The terms of the engagement letter may be enforced against a third party manager to the contract
Source: Cass. Com. 17 December 2025, No. 24-20.154
A virtual private server (VPS) company entrusted its accounting to an accounting firm. The VPS company was subject to a tax adjustment, resulting in a personal adjustment for its manager.
As the accounting firm had failed in its obligations, the VPS company and its manager summoned it before the Judicial Court.
The Court of Cassation first held that the dispute did not concern a commitment between traders, but rather compensation for personal damage suffered by a third party to the contract, on the basis of tortious liability. The jurisdiction of the commercial courts was therefore excluded. A distinction was made between the legal personality of the commercial company and the natural person of the manager.
With regard to the clauses on foreclosure, limitation periods and prior conciliation, the Court of Cassation criticised the reasoning of the Court of Appeal, which had ruled that they were unenforceable against the manager. It referred to Article 1240 of the French Civil Code: a third party to the contract who invokes a breach of contract on the basis of tortious liability may be subject to the conditions and limits of liability applicable between the parties to the contract.
This ruling highlights the importance of the drafting of the engagement letter and the clauses it contains, but also the extent of the manager's liability. These clauses, which govern, for example, the time limits for taking action or the obligation to attempt conciliation before going to court, do not apply only to the client who signed the contract. They may also be imposed on an outside person, such as the manager in a personal capacity, who invokes a fault related to the performance of the contract.
History
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TORTIOUS LIABILITY – The terms of the engagement letter may be enforced against a third party manager to the contract
Published on : 22/01/2026 22 January Jan 01 2026Actualités
Source: Cass. Com. 17 December 2025, No. 24-20.154 A virtual private...
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