When the pledge meets the benefit of the subrogation – Business

Among all the real guarantees resulting from special rights, the pledge of securities accounts occupies a special place due to its great effectiveness. We know that Ordinance 15 September 2021 n. off #2): pledging of securities accounts, Dalloz news, 28 September 2021). However, few published judgments are made on it each year. The sentence of 30 November 2022 therefore remains particularly important in this sense as it recalls a fundamental element of its validity and enforceability. The decision is also original for the unification of several sureties issued to the creditor: two real ones (pledge of securities account and assignment of professional credits) and one personal one (guarantee). Let us briefly recall the facts giving rise to the appeal. On March 26, 2008, a bank granted a loan to a company well for an amount of 10,500,000 euros, excluding interest, repayable on 26 March 2013 in order to partially finance the acquisition of a few thousand shares of a second company. This loan is guaranteed, on the one hand, by a pledge of the aforesaid securities acquired and, on the other, by an assignment of debts born or to be born with a promise to purchase given by third party companies, debtors transferred in the context of a shareholders’ agreement previously stipulated in 2007. With a second deed stipulated in 2011, a natural person acts as guarantor towards the bank for the repayment of the loan within the limits of the commitment signed on 26 March 2008. the principal debtor no longer pays the installments: he is sentenced to pay the bank the sum of 9,822,280.85 euros plus interest. The bank then assigns in payment the guarantor who has opposed its benefit of subrogation, alleging in particular that the creditor had caused the loss of his other guarantees through his fault (the assignment of the professional debt and the pledge of the securities account) which could have recovered by subrogation according to her. The trial judges, on appeal, sentenced the guarantor to pay a sum of 9,822,280.82 euros plus interest, with capitalisation. The Court of Appeal hearing the dispute rejects, in fact, the…