Vilgrain
France Court of Cassation
12 February 1996, No. 94-11.241 (1996)
- Written by Curtis Parvin, JD
Facts
Bernard Vilgrain (defendant) was the president of Sté Cie Française Commerciale et Financière (Sté CFCF). Mrs. Alary (plaintiff) asked Vilgrain to find a purchaser of her shares in Sté CFCF. Vilgrain negotiated a potential transaction with a third party for a not-less-than price of 7,000 French francs per share that Vilgrain did not disclose to Alary. Vilgrain then sold Alary’s Sté CFCF shares to members of Vilgrain’s family for a lower price (3,000 French francs per share) than the minimum set with the third party. As part of the sale to his family members, Vilgrain included a clause that ensured he would receive half of any subsequent profit from Vilgrain’s family members’ sale of the shares. Later, the Vilgrain family members sold their Sté CFCF shares in the corporation to a third party for 8,000 French francs per share. Alary sued, alleging fraudulent concealment by Vilgrain in violation of his fiduciary duty of loyalty to Alary. Vilgrain argued that he had no obligation to disclose parallel negotiations or the actions taken by purchasers of the shares in subsequent sale transactions. The trial court ruled in favor of Alary, and the appellate court agreed, awarding 10,461,151 French francs in damages plus interest. Vilgrain appealed to France’s highest court of civil jurisdiction, the Court of Cassation.
Rule of Law
Issue
Holding and Reasoning (Per curiam)
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