Linagora trial: Paris Court of Appeal rules in favor of Blue Mind founders

By ruling of the Paris Court of Appeal of November 24, 2022, highlights the legal news site Legalis (which publishes it online), this is “the end of the judicial soap opera that arose from the conflict between the former partners of Linagora, which made headlines in the world of open source in 2014 “. This decision of the Court of Appeal comes from the annulment of the decision of the Court of Cassation, which partially invalidated the decision of the first instance of appeal from 2020.

Procedure since 2012

Having concluded that Blue Mind’s managers had violated their obligation under the legal guarantee of the eviction, “without a special investigation into the activities of the company whose shares were sold and the relevant market, whether the foreclosure was still justified. at the time of the alleged facts”, the Court of Appeal deprived its decision of its legal basis, the Court of Cassation assessed.

The two partners originally formed Aliascom in 1997, which later became Aliascom, an open source publishing and integration company acquired in 2007 by Linagora. Remaining with the company, they left in 2010. One of them founded the Blue Mind company, and then the second one joined him. Linagora attacked them in 2012, believing, writes Legalis, “that two of his former partners harmed him by interrogating and distracting his clients, vilifying his OBM software, parasitic hijacking of his intellectual and industrial know-how, misappropriated technology transferred to Linagora poached employees, disorganized the company and created a rival company, Blue Mind.

According to the Court of Appeal, the two men “did not breach the legal eviction guarantee they were under due by transferring the securities to Aliasource, since all the facts took place several years after the transfer.

“This legal non-competition requirement arising from the eviction guarantee must be proportionate to the protection of the legitimate interests of the acquirer on the basis of the acquisition made by him and must not disproportionately affect freedom of trade and industry and, therefore, freedom of enterprise, which is of constitutional importance. Thus, the observance of the principle of freedom of trade and industry requires that the prohibition on competition be distinguished in relation to the prohibited activity, on the one hand, and in relation to the spatial and temporal limits in which this activity is prohibited, on the other hand.

Timeline analysis

In particular, the Court of Appeal analyzes the dates in question: the sale of Aliasource in May 2007, and the creation of Blue Mind occurs 3 years and 5 months later, published by Blue Mind on the Internet from the first version of the messaging software almost 5 years. years after the sale, hiring former Linagora employees during 2012, approximately 5 years after the sale. Finally, “the first customer of Linagora, which joined after the expiration of the contract with Linagora, Blue Mind was EDF during 2010, i.e. 3 years after sale.

These periods of time, which are all counted as several years, seem too long from the point of view of the market and the activity in question to consider that the legal guarantee of eviction can still be applied and hinder the freedom of enterprise of MM. Y. and Z., successors. Indeed, prohibiting the successors of a company operating in such an innovative and developing market as the IT services market from recovering for several years seems disproportionate to the protection of the interests of the successor, which should be combined with the protection of freedom of enterprise. “.

Under Article 700 of the Code of Civil Procedure (Costs and Expenses), the Court of Appeal orders “Linagora, Linagora GSO, Linagora Investments and MX, which failed to meet their claims, to pay M.U. 20,000 euros, and for MZ 20,000 euros” (in the non-anonymized version - see stage 2020 - Pierre Bodracco and Pierre Carlier, “Y and Z” on Legalis, are co-founders of Aliasource, and Alexander Zapolsky is “X” , ruler of Linagora).