The Nullity of Framework Agreements in Financial Intermediation: Commentary on Order No. 9331/2024

Recently, the Supreme Court of Cassation issued Order No. 9331 of April 8, 2024, which addresses a crucial issue in the field of financial intermediation: the validity of a framework agreement in the absence of subscription by one of the investors. This ruling not only clarifies the regulatory aspects involved but also offers food for thought on the practical implications for industry operators.

The Context of the Ruling

The case concerned a dispute between two parties, P. (C.) and U. (B.), where the Court of Appeal of Rome was called upon to decide on the validity of a financial intermediation framework agreement. According to Article 23 of the Consolidated Financial Act (T.U.F.), a framework agreement must be signed by all parties involved to be considered valid. However, in the specific case, one of the investors had not signed the agreement, which led to a challenge of its validity.

Financial intermediation - Joint signature of the framework agreement - Lack of signature by one of the clients - Consequences - Nullity of the contract - Existence - Reasons. In the context of financial intermediation, a framework agreement signed by only one of the two investors is null and void due to lack of form, pursuant to Article 23 T.U.F., without the need to investigate whether the participation of the other (whose signature was found to be forged) was essential, as such an agreement cannot be qualified as a multilateral contract, pursuant to Article 1420 of the Civil Code, but rather as a bilateral contract with a subjectively complex party, resulting in the consequent invalidation of purchase orders against both clients.

Legal Implications

The Court ruled that, in the case of a framework agreement, the absence of a signature by one of the investors leads to the nullity of the agreement itself. This is because, as highlighted, the agreement cannot be considered a multilateral transaction, but rather a bilateral contract, which implies that the signature of both parties is essential for the validity of the agreement. The consequences of such nullity are significant, as they entail the invalidation of any purchase orders made against both clients.

Final Considerations

This ruling represents an important stance by Italian jurisprudence on the necessity of strict formalities in the financial intermediation sector. Industry operators must pay particular attention to these details, as the absence of a signature can have significant repercussions on contractual rights and obligations. It is crucial for those operating in this field to be aware of the current regulations and ensure that all formalities are respected to avoid future disputes.