Boralex vs. InnoVent: When a mountain gives birth to a mouse

By a judgment dated April 20, 2021, the Commercial Court of Lille Métropole had ordered InnoVent and its president Grégoire Verhaeghe to pay Boralex fifty million six hundred ninety-five thousand one hundred twenty-seven euros (€50,695,127), with provisional enforcement.

The origin of the dispute dates back to 2012, when Boralex and InnoVent entered into a development contract under which Boralex could acquire two wind farms owned by InnoVent. As the parties disagreed on the pricing formula, the parks were not transferred. For Boralex, the formula resulted in a euro amount that would allow them to purchase the parks for only €19,136,191, whereas for InnoVent, the euro/MW formula led to a price of €45,447,545 for 72 MW.

In 2020, Boralex ceased its intention to acquire the parks and requested compensation of €50,695,127, along with provisional enforcement.

The Commercial Court of Lille Métropole had granted this excessive claim in April 2021.

Boralex had immediately seized all of InnoVent’s assets, hoping to force it into insolvency.

The Court of Appeal of Douai concluded on July 6, 2023 that the alleged damages by Boralex did not exceed one twentieth of the initial sentence, i.e., €2.5 million, because:

Extract from the judgment of the Court of Appeal:

“While the Commercial Court rightly noted that the formula had the clarity of a mathematical formula, each of whose parameters is precisely defined by the parties, the first instance judges only failed to draw the consequences from the fact that the result of the formula was in euros per megawatt and not in euros, and therefore they could not validate the interpretation of the clause by Boralex which is contrary to the clear meaning of the clause.”

InnoVent had the support of numerous mathematicians, including Fields Medalist Laurent Lafforgue, who deemed Boralex’s version of the pricing formula in the contract as absurd.

The confirmation of the initial conviction could have had dramatic consequences for InnoVent and its employees.

The reasoned decision of the Court of Appeal finally thwarts any risk of insolvency and any potential attempt by Boralex to buy the company at the Tribunal’s auction.

CA Douai InnoVent c. Boralex 060723


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