In this case, the manager of a SARL: titleContent sells land. He decides, in addition to his activity as a manager, to set up a business. Eventually, he resigned from his position with SARL. Subsequently, the latter summons SARL to dissolve the business. SARL, for its part, is seeking the manager's conviction for failing to comply with its non-compete obligation.

The Court of Appeal rejected SARL's request. It states that the fact that a manager has set up a competing limited liability business in the real estate sector without notifying its partners does not in itself constitute a breach of the duty of loyalty.

For SARL, the manager failed in his duty of loyalty by setting up a real estate business without notifying his associates. It is based in particular on the article L. 223-22 of the French Commercial Code which provides that the manager is liable to the business or third parties for infringements, violations of the articles of association or misconduct in their management. SARL is appealing to the Court of Cassation.

The Court of Cassation repeats the same article of the Commercial Code and annuls the decision of the Court of Appeal. It recalls that an obligation of loyalty and loyalty weighs on the manager of an SARL. This one forbids him in any case to set up a competing business during the performance of its duties.