With the judgment of the Paris Court of Appeal of November 24, 2022, underlines the legal news site Legalis (which publishes it online), it is “the end of the judicial soap opera resulting from a conflict between former partners of Linagora, which made headlines in the open source world in 2014″. This decision of the Court of Appeal comes on dismissal of a judgment of the Court of Cassation which had partially invalidated the first appeal decision of 2020.
A procedure since 2012
By concluding that the managers of Blue Mind had breached their obligation arising from the legal guarantee of eviction “without specifically investigating whether, with regard to the activity of the company whose shares had been sold and the market concerned, the prohibition to recover was still justified at the time of the alleged facts”, the Court of Appeal had deprived its decision of legal basis, estimated the Court of Cassation.
Originally, two partners created Aliascom in 1997, which later became Aliasource, a company specializing in the publishing and integration of open source solutions, acquired in 2007 by Linagora. Remaining employees in the company, they had resigned in 2010. One of them had founded the company Blue Mind and was then joined by the second. Linagora had attacked them in 2012 by considering, writes Legalis, “that his two former partners had caused him harm by the fact of having canvassed and diverted his customers, denigrated his OBM software, parasitically captured his intellectual and industrial know-how , of having unlawfully appropriated the technology transferred to Linagora, of having poached employees, disorganized the company and created a competing company, Blue Mind”.
For the Court of Appeal, the two men “had not violated the legal guarantee of eviction to which they were bound because of their quality of transferors of the securities of the company Aliasource, for facts which all took place several years after the transfer.
“This legal requirement of non-competition arising from the guarantee of eviction must be proportionate to the protection of the legitimate interests of the acquirer by reason of the acquisition he has made and must not disproportionately affect the freedom of commerce and industry, and consequently of freedom of enterprise, which has constitutional value. Respect for the principle of freedom of trade and industry thus requires that the prohibition of competition be delimited as regards the prohibited activity on the one hand and as regards the spatio-temporal framework in which this activity is prohibited on the other hand. »
Timeline analysis
The Court of Appeal notably analyzes the dates in question: sale of the company Aliasource in May 2007, while the creation of Blue Mind takes place 3 years and 5 months later, posted online by Blue Mind from the first version of collaborative messaging software nearly 5 years after the sale, hiring of former Linagora employees during 2012, about 5 years after the sale. Finally, “the first customer of the Linagora company to have joined, after the expiry of its contract with the Linagora company, the Blue Mind company was the EDF company, during 2010, ie 3 years after the sale.
These durations, which are all counted as a plurality of years, appear too long, with regard to the market and the activity concerned, to consider that the legal guarantee of eviction could still apply and hinder the freedom of enterprise of MM. Y. and Z., assignees. Indeed, prohibiting for several years the assignors of a company operating in a market as innovative and evolving as that of IT services from recovering appears disproportionate to the protection of the interests of the assignee, which must be combined with the protection of the freedom of enterprise.”
Under Article 700 of the Code of Civil Procedure (costs and expenses), the Court of Appeal orders “the companies Linagora, Linagora GSO, Linagora Investissements and MX, which have failed in their claims, to pay MY the sum of 20,000 euros, and to MZ the sum of 20,000 euros” (in a non-anonymized version – see the 2020 stage – Pierre Baudracco and Pierre Carlier, “Y and Z” on Legalis, are the co-founders of Aliasource, and Alexandre Zapolsky is “X”, ruler of Linagora).
Read also
Blue Mind-Linagora: the Court of Cassation overturns an appeal decision – November 14, 2021
Free and open source express: FSF on the rise, VLC in the spotlight, BlueMind-Linagora lawsuit, Nuxeo moves – January 30, 2019
Linux solutions: CNLL, black is black, Linagora against Blue Mind – May 25, 2014