Transactions and Liability Guarantees: Pay Close Attention to the Wording of the Agreement

A taxpayer had sold shares in a company and had been taxed on the capital gain realized.

Following a dispute with the buyer of the securities, the taxpayer entered into an agreement to pay the buyer €400,000.

The taxpayer then claimed a tax credit for that amount, which, in his view, reduced the amount of his capital gain.

administration to reimburse him, and the case was then referred to the Administrative Court of Appeals.

First, she notes that the transaction has indeed been concluded pursuant to the asset and liability guarantee signed at the same time as the deed of transfer of the securities.

However, she notes that:

• The agreement providing for the asset and liability guarantee has not been registered

• The transaction, insofar as it relates to the asset and liability guarantee, resolves disputes other than those mentioned in that guarantee.

• The liability guarantee excluded financial settlement by offsetting, as provided for in the transaction.

• The taxpayer does not specify the overvaluation of the asset or the liability that the transaction would have covered

The Court therefore held that the transaction had a purpose distinct from the guarantee and that the amount paid did not meet the conditions required for the taxpayer to claim a reduction in his taxable capital gain and a refund of the corresponding tax.

CAA Nantes, Dec. 23, 2025, No. 25NT00509

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