When the partners in a French company part ways and cannot agree on the value of the shares, article 1843-4 of the French Civil Code allows an expert to be appointed by the president of the court. What should that expert do when the parties disagree on the very reading of the articles of association, for instance on which financial year to use? Must he stop and send the parties back to the judge, or may he value both hypotheses? The Commercial Chamber of the Cour de cassation (the French supreme court for civil and commercial matters) answered on 7 May 2025 in a reported decision.
The facts
At a general meeting in 2018, the partners of a company operating pharmacies voted to exclude three corporate partners. The president of the court appointed an expert to determine the value of the shares held by the excluded companies, applying the rules and methods for determining value laid down in the articles of association or in any agreement binding the parties.
The parties disagreed on the financial year to be taken into account. The expert proposed a letter of engagement providing for two valuations, one on the accounts closed at 31 December 2017, the other on those closed at 31 December 2018, and requested documents. The company refused to disclose some of them and applied to have clauses of the letter of engagement set aside. The Aix-en-Provence Court of Appeal found in its favour: in its view, an expert faced with a dispute over the interpretation of the agreements had to stay his work, invite the parties to apply to the court, then fix the value once the interpretation had been settled.
The decision
The Cour de cassation quashed the ruling (Cass. com., 7 May 2025, appeal no. 23-24.041, published in the Bulletin). Citing article 1843-4, I, of the Civil Code, it held that the expert “may, so as not to delay the course of his operations, adopt different valuations corresponding to the interpretations of the agreement respectively claimed by the parties, it being for the judge, after carrying out the necessary search for the parties’ common intention, to apply the corresponding valuation, which then binds him” (translated from the French). By compelling the expert to have a judge seised in order to be told which financial year to use, the Court of Appeal had exceeded its powers.
What the ruling organises
The division of roles is clear. The expert values; he does not decide the interpretation of the agreement. The judge interprets the agreement; he does not redo the valuation, which binds him once the reading is chosen. In between, the expert does not have to wait: he produces as many valuations as there are seriously argued readings.
Time is at stake. The phrase “so as not to delay the course of his operations” states the intention: a valuation procedure that stops at every disagreement over interpretation can last for years, as in this case, begun in 2018 and still before the Cour de cassation in 2025. The dual valuation avoids that deadlock.
The report must be structured accordingly. A common base (methods, adjustments, market data), then a variant for each reading of the articles, with the value that results from each. The reader, judge or party, must be able to move from one hypothesis to the other without recalculating.
The link with property companies
Article 1843-4 applies to all companies, and in particular to family SCIs (sociétés civiles immobilières, French property-holding companies) where a partner withdraws or is excluded. Their articles often contain a valuation clause (restated net asset value, reference date, discounts) whose reading is open to debate. The Charte de l’expertise en évaluation immobilière (French property valuation charter) places the valuation of company shares among the specialities of certain property valuation experts (6th edition, November 2025, Title I, § 8.5); the value of the properties held, which underpins the net asset value, falls under the definition of market value in Title III, § 1.1. The same pattern applies to article 1592 of the Civil Code, where the parties entrust the fixing of a price to a third party.
Further reading
The Business and company shares page describes valuation assignments for company shares, including as third-party valuer, with their timescale and fee. On the same theme: Valuing SCI shares: guide and worked example and SCI shares and wealth tax: two 10 % discounts, not a third. The decision is available on Légifrance.
What next
A partner is leaving, withdrawing or being excluded, and the value of the shares is in dispute?
Expert appointed by agreement, third-party valuer or adviser to one side: I apply the rules in the articles of association, and where they are open to more than one reading I value each of them, so that the decision can be taken without delay.
Free quote, by email or by phone. No commitment before the quote is accepted. Fees are never linked to the value of the property (Charte de l’expertise, Title I, §2.1).
