Cassini SAS v Emerald Pasture Designated Activity Company

Cassini SAS v Emerald Pasture Designated Activity Company

Non-ongoing contracts, including information covenants in the Senior Facilities Agreement, remain enforceable against the debtor during the observation period of French safeguard proceedings, subject only to express statutory derogations; the French Commercial Code does not support the 'Enforceability Principle'...

Source-derived case information.

Parties
Appellant/first Defendant: Cassini SAS; Respondent/claimant: Emerald Pasture Designated Activity Company; Respondent/claimant: Emerald Moor Designated Activity Company; Respondent/claimant: Trinity Investments Designated Activity Company; Second Defendant: GLAS SAS
Jurisdiction
England and Wales
Judgment Date
04 February 2022
Procedural Posture
Civil Appeal / Appeal From High Court Judgment
Outcome
Appeal dismissed
Legal Topics
French Insolvency Law, Safeguard Procedure, Enforceability of Loan Covenants, Pacta Sunt Servanda, A Contrario Statutory Interpretation
Insolvency Contract French Insolvency Law Safeguard Procedure Enforceability of Loan Covenants Pacta Sunt Servanda A Contrario Statutory Interpretation

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Parties

Cassini SAS

Appellant/first Defendant

Emerald Pasture Designated Activity Company

Respondent/claimant

Emerald Moor Designated Activity Company

Respondent/claimant

Trinity Investments Designated Activity Company

Respondent/claimant

GLAS SAS

Second Defendant

Procedural Posture

Civil Appeal / Appeal From High Court Judgment

Legal Issues

  1. 1 Whether loan covenants in a non-ongoing contract remain enforceable against a debtor in French safeguard proceedings during the observation period
  2. 2 Interpretation of French Commercial Code and Civil Code provisions regarding contract enforceability

Ratio Decidendi

Non-ongoing contracts, including information covenants in the Senior Facilities Agreement, remain enforceable against the debtor during the observation period of French safeguard proceedings, subject only to express statutory derogations; the French Commercial Code does not support the 'Enforceability Principle' advanced by Cassini, and the pacta sunt servanda principle continues to apply.

Court Disposition

Appeal dismissed

Orders

  • The information covenants in the Senior Facilities Agreement remain enforceable against Cassini during the observation period of the safeguard procedure.
  • No further relief granted.