Contract for the sale of a restored classic car: existence of the contract, price and performance of the obligation to deliver

Facts

The appellant, [A.] Sàrl, is a company operating a garage and dealing in new and used vehicles. Its managing partner, [C.] , has individual signing authority. The respondent, [B.] , is a collector and dealer of classic cars. The parties had maintained a business relationship for many years, evidenced by invoices from 2002, 2006 and 2008. According to the respondent, the transactions were documented in writing; according to [C.] , they rested on trust, with periodic statements of account.

In 2005, the appellant applied to the Federal Office for Customs for the approval of a Maserati Bora, which required, among other things, the payment of customs duties and proof of the vehicle's origin.

On 6 January 2006, a form entitled 'contrat de vente automobile pour véhicules d'occasion' (motor vehicle sale contract for used vehicles) was signed by [C.] for the vehicle, described as 'restored', at a total price of CHF 56,500. This document provided for delivery 'at the end of January', a deposit of CHF 10,000 paid on 6 January 2006, and pre-printed general conditions. The respondent added the words 'for CHF 110,000' relating to the restoration invoices and the year '2006', and then signed the document. According to the respondent, he had paid the deposit and the vehicle was to be delivered after an expert assessment. According to [C.] , the vehicle was not for sale, the customs and approval documents were missing, the payment of CHF 10,000 settled outstanding invoices, and the document was merely a memorandum.

Between 2006 and 2014, the respondent requested delivery on several occasions; each time, the appellant invoked missing papers or remaining work. By letter of 8 January 2014, the respondent demanded delivery within ten days. On 17 February 2014, the appellant proposed the repayment of the deposit after deduction of invoices relating to an Aston Martin. A formal notice of default followed on 24 April 2015. In 2016, the vehicle was estimated to be worth approximately CHF 200,000.

On 30 June 2016, the respondent brought an action against the appellant and [C.] before the Court of First Instance of Geneva, seeking delivery of the vehicle against payment of the balance of CHF 46,500. The court initially dismissed the action on 16 November 2017, on the ground that the price had not been fixed. By interlocutory judgment of 14 September 2018, the Civil Chamber of the Geneva Court of Justice quashed that judgment, held that the parties were bound by a contract at a price of CHF 56,500, and remitted the case for examination of the conditions of the action for performance. The Federal Supreme Court declared the appeal against this interlocutory decision inadmissible (judgment 4A_574/2018). On 13 December 2019, the court of first instance ordered the appellant to deliver the restored vehicle against payment of the balance. By judgment of 4 September 2020, the Court of Justice dismissed the appeal.

The appellant lodged a civil law appeal with the Federal Supreme Court, seeking principally the dismissal of the action and, in the alternative, remittal. The respondent sought a finding of inadmissibility or, in the alternative, dismissal.

Considerations

The appeal against the final judgment of 4 September 2020 is admissible under art. 90 FSCA. The interlocutory judgment of 14 September 2018 may be challenged together with the final decision under art. 93 para. 3 FSCA, as it affects the content of the latter, the appellant having set out its complaints against it even without formal submissions (art. 42 para. 1 FSCA). The minimum amount in dispute of CHF 30,000 (art. 74 para. 1 let. b FSCA) and the time limit for appeal are complied with. The Federal Supreme Court applies the law of its own motion, but only examines reasoned complaints (art. 42 para. 2 FSCA), and it is bound by its findings of fact save for arbitrariness (art. 105 para. 2 FSCA), the criticism having to satisfy the strict principle of allegation (art. 106 para. 2 FSCA).

As to the existence of the contract (art. 1 and 184 CO), a sale presupposes agreement on the objectively essential terms, namely the parties, the thing and the price. To determine the contracting parties and the content of the contract, the judge first seeks the real and common intention of the parties and, failing that, applies the principle of trust (normative interpretation). The appellant does not dispute that [C.] was not acting in a personal capacity but as managing partner of the company; the appellant is therefore indeed a party. The reference to '[C.] , vendeur' (seller) in the facts of the cantonal judgment merely reproduced the signed document and did not reflect the assessment of the judges.

As to the subject matter of the sale, the cantonal court adopted the assessment of the first-instance judge, which was not challenged on appeal. The additions made by the respondent to the document did not concern the subject matter of the contract, the word 'restored' having been entered by [C.] . The cost of the works did not allow it to be concluded that the price was to include that cost, and the value of the vehicle at the time of lis pendens does not affect the subject matter agreed in 2006.

As to the price of CHF 56,500, the cantonal judges determined the parties' subjective intention on the basis of the signed document, which mentioned this price twice without…