Two companies entered into a share purchase agreement (“SPA”) and a business transfer agreement. Only the SPA contained an arbitration clause. Some employees brought a tort claim before state courts against the seller and the buyer’s sister company by claiming compensation for the harm incurred due to the presence of asbestos and seeking the companies’ joint liability. The seller then joined the buyer’s sister company as the guarantor.
The court of appeal upheld its jurisdiction to hear the dispute on the basis that the arbitration agreement was manifestly inapplicable in this case as only contained in the SPA. Indeed, this agreement only tackled the conditions and guarantees of the shares’ sale and did not concern the transfer of employment contracts and of the duties arising thereof. The latter was the subject matter of the business transfer agreement that did not contain an arbitration clause.
The Cour de Cassation overturns the court of appeal’s decision and holds that the grounds invoked by the court of appeal which conducted a thorough examination of the case are ill-founded and do not demonstrate that the arbitration clause is manifestly inapplicable.