Order No. 11400 of 2024: Assignment 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 the event of the assignment of partnership shares. This ruling provides significant clarifications that can guide industry professionals in managing similar disputes.

Context of the Ruling

The dispute originated from an assignment of shares between partners of a partnership, in which a partner, M. P., requested a pro-rata refund from the former assigning partners, M. C. and F. B., who had acted as guarantors towards the company. The case raised important questions regarding the jurisdiction by value for the refund claim.

Headnote of the Ruling

Assignment of partnership shares - Unitary obligation incumbent on the company - Assumption of guarantee by former assigning partners - Pro-rata refund claim against them - Jurisdiction by value - Application of Article 11 of the Code of Civil Procedure (c.p.c.). In the case of assignment of partnership shares, the jurisdiction by value for a pro-rata refund claim, brought against the former assigning partners who acted as guarantors towards the company, is determined pursuant to Article 11 of the Code of Civil Procedure (c.p.c.), as each debt originates from the unitary obligation incumbent on the company.

This headnote clarifies that, in the presence of a unitary obligation, the jurisdiction by value is determined based on Article 11 of the Code of Civil Procedure (c.p.c.). In other words, the debt that each partner owes to the company is considered a common source of obligation, thus making the jurisdiction by value relevant for the refund 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 assignments;
• Strengthening of the unitary obligation between partners and the company;
• Clarity on the rights of assigning partners towards the company and other partners.

Furthermore, the ruling aligns with the principles of the Civil Code, particularly 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 the assignment of partnership shares. The clarity provided by the Court of Cassation helps mitigate uncertainties and offers a more robust legal framework for managing responsibilities among partners. It is essential for legal professionals to consider these guidelines in their practice to ensure that disputes are handled efficiently and in compliance with the law.