text of the declaration crucial
As part of a corporate sale, it belongs to the normal rules, by the seller a passive warranty to that effect, first, that all obligations / risks of the sold company recognized in the balance sheet and the other that any further damage, which originate from a specific date to be taken from him.
existed in the underlying situation has a corresponding liability guarantee. The collectors made the application of this warranty, after sales problems with some products of the divested Company had shown. The appellate court dismissed the action on the Lyon ground that the purchaser was aware of the difficulties existing sales and have called for before the final purchase price fixing neither accruals in the balance sheet even a note in the notes for this.
The Cassation Court ruling of 14 December 2010 did, however, the plaintiffs claim law. According to the court the responsibility for the commercial damage caused by the wording of the warranty liability was covered. After that, in the guarantee was not clear whether the purchaser was informed in writing about the difficulties the sales of some products, and he implied this an increase in liabilities would have accepted. In the absence of knowledge of the passive position guarantee would also apply.
The above Judgement of the Court of Cassation is contrary to an earlier high court decision in which the knowledge of the collectors in the contract about any difficulties that may occur at the use of the passive warranty excluded.
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