Order no. 11400 of 2024: Transfer of shares and jurisdiction by value in partnerships

The recent order no. 11400 of April 29, 2024, issued by the Court of Cassation, addresses a crucial issue in commercial and corporate law: jurisdiction by value in cases of share transfers in partnerships. This ruling provides significant clarifications that can guide professionals in the field in managing similar disputes.

The context of the ruling

The dispute originated from a transfer of shares between partners in a partnership, where a partner, M. P., requested a pro-rata reimbursement from the former transferring partners, M. C. and F. B., who had acted as guarantors to the partnership. The case raised important questions regarding the jurisdiction by value of the reimbursement claim.

The ruling’s principle

Transfer of shares in partnerships - Unit obligation belonging to the partnership - Assumption of guarantee by former transferring partners - Pro-rata reimbursement claim against them - Jurisdiction by value - Application of art. 11 of the civil procedure code. In the case of a transfer of shares in partnerships, the jurisdiction by value for the pro-rata reimbursement claim made against the former transferring partners who acted as guarantors to the partnership is determined according to art. 11 of the civil procedure code, as each partner's debt originates from the unit obligation pertaining to the partnership.

This principle clarifies that, in the presence of a unit obligation, jurisdiction by value is determined based on article 11 of the civil procedure code (c.p.c.). In other words, the debt that each partner has towards the partnership is considered a common source of obligation, thus making jurisdiction by value relevant for the reimbursement claim.

Practical implications of the ruling

The practical implications of this order are manifold:

  • Clear definition of jurisdiction by value in disputes related to share transfers;
  • Strengthening of the unit obligation among partners and the partnership;
  • Clarity on the rights of transferring partners towards the partnership and other partners.

Moreover, the ruling aligns with the principles of the civil code, particularly with articles 1314 and 2290, which govern the obligations and responsibilities of partners in a partnership. This leads to greater legal certainty and protection for all parties involved.

Conclusions

In conclusion, order no. 11400 of 2024 represents an important step in defining jurisdiction by value in disputes related to share transfers in partnerships. The clarity provided by the Court of Cassation helps to mitigate uncertainties and provides a more solid regulatory framework for managing responsibilities among partners. It is essential that legal professionals consider these guidelines in their practice to ensure that disputes are handled efficiently and in compliance with the law.

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