The manager of a real estate company does not necessarily have the power to sell a building if his mission is only to manage, because he can only sign the acts which fall within the list of the corporate object, observed the Court of Cassation.
He does not have all the powers and the result is that if the sale of buildings is not provided for in the statutes, it can only be carried out following a unanimous vote of the partners to authorize it.
The SCI is often family-owned but this does not mean that management escapes legal rules and formalism.
The Court of Cassation recalled this by deciding that the manager could only carry out the acts expressly planned, and not all the acts which could logically enter into real estate management. He cannot consider that what is not excluded from the social object would be permitted to him.
The statutes of the SCI provide for all real estate operations which relate to the ownership and management of the building, observed the contested manager, and the sale is part of real estate management since the right to dispose of a property is a characteristic of the property. right of ownership, unless it is expressly excluded by the statutes.
But the Court of Cassation adopted the opposite point of view which led to the cancellation of the sale of a building.
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The possible acts, acquisition, administration, exploitation, are listed in the statutes and, if the sale does not appear there, it can only take place following a decision of the general meeting taken unanimously by the partners, she explained.
The manager therefore engages his liability by exceeding his powers through a sale.
(Cass. Civ 3, 11/23/2023, Z 22-17.475).
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