Judgment No. 10748 of 2024: Change of Shipowner and Business Transfer

The recent judgment of the Court of Cassation No. 10748 of April 22, 2024, offers important clarifications regarding the change of shipowner and aircraft operator. This ruling falls within a complex legal context, where the distinction between a business transfer and the mere change of management of a single business element is of crucial importance, both for employers and for the workers involved.

Regulatory Context

The judgment analyzes the relationship between the provisions of the Navigation Code, specifically Articles 343 and 917, and Article 2112 of the Civil Code, which governs business transfers. According to the Court, the change of shipowner or aircraft operator cannot be considered a business transfer in the legal sense, as it refers to a single asset (the ship or aircraft) and not to the business as a whole. This aspect is fundamental to understanding the legal and contractual implications of such changes.

Analysis of the Judgment's Headnote

Change of shipowner and aircraft operator pursuant to Articles 343 and 917 of the Navigation Code - Business transfer pursuant to Article 2112 of the Civil Code - Configurability - Exclusion - Rationale. In cases of change of shipowner and aircraft operator pursuant to Articles 343 and 917 of the Navigation Code, a business transfer within the meaning of Article 2112 of the Civil Code is not applicable, as these provisions refer to a single element of the business (the ship and the aircraft) and to the employment contracts on specific ships and aircraft.

This headnote highlights that, to establish a business transfer, there must be a transfer of assets and rights that allows for the continuation of an economic activity independently. In this specific case, the mere replacement of the shipowner does not involve the transfer of all the constituent elements of the business, but is limited to a change in the management of a single element, which does not justify the application of Article 2112 of the Civil Code.

Practical Implications of the Judgment

The practical consequences of this judgment are manifold and concern various aspects:

• Clarity for embarked workers: employment contracts are not automatically transferred to a new shipowner.
• Protection for employers: the new shipowner does not automatically assume the contractual obligations of the previous one.
• Legal risks: it is essential for both parties to understand the legal differences in order to avoid future disputes.

Conclusions

Judgment No. 10748 of 2024 represents an important reference point in Italian jurisprudence concerning labor law and business transfers. By clarifying the distinction between the change of shipowner and a business transfer, the Court offers useful guidance for managing employment contracts in the maritime and air sectors. In an ever-evolving context like the current one, it is essential for employers and workers to be well-informed to avoid ambiguities and legal issues.