A sale protocol of shares between shareholders and an assignee and a guarantee liability contract – including an arbitration clause – between one of the shareholders (the “Assignor”) and the assignee have been executed at the same time. As the Assignor died in the meantime, the assignee brought an action before the arbitral tribunal in order to set the amount of the claim in accordance with the guarantee liability contract. The award has been enforced and the assignee performed several attachment measures.
The Assignor’s inheritors brought an action before the execution judge to order the compensation between the price of the assignment and the withdrawal of the attachment measures. The high court dismissed their claim, the Assignor’ inheritors appealed the decision. The appeal court confirmed the judgement, stating that the compensation was not possible as the balance of the assignment price was global, including one part to the Assignor and another to all the shareholders, depending on the shares they have, whereas the amount due in accordance with the guarantee liability contract is a debt involving the sole Assignor and the assignee.