A founding shareholder (the seller) sells the entirety of his company’s share capital (the sold company) to another company (the buyer). The agreement contains a non-competition clause which binds the seller. However, the seller violates this clause by acquiring shares, via his spouse, in a rival company. The sold company brings a tort action against the competitor before national courts accusing it of unfair competition. The buyer in its turn initiates arbitration proceedings against the seller. An arbitral award is issued in this matter.
The rival company challenges the admissibility of the tort action before the national court on the basis that the arbitral award aims to compensate the same alleged harm based on the same breach than the ones invoked in the court proceedings.
The Rennes Court of Appeal dismisses this allegation on the basis that the action brought before the Court of appeal is a tort claim unlike the one brought before the arbitrators which is a contractual claim. Moreover, each action is based on a distinct breach and harm and concerns different parties.
Consequently, the Court of Appeal decides that the action brought by the sold company is admissible.