U.S. Court of Appeals for the Second Circuit, Indemnity Insurance Company of North America v. Unitrans International Corporation, Docket No. 21-2132

 

Subrogated Claims for Damage to Cargo

 

Contracting Carrier under the Montreal Convention

 

Contracting Carrier and Actual Carrier

 

Freight Forwarder

 

Principal and Agent

 

Carriage by Air

 

Air Waybill and House Waybill

 

Insurance Law

 

Transportation Law

 

Export

 

 

 

Indemnity Insurance Company of North America (“Indemnity”) appeals from the district court’s grant of summary judgment in favor of Unitrans International Corporation (“Unitrans”) on Indemnity’s subrogated claims for damage to cargo that occurred while the cargo was being unloaded from a truck at an airport. The district court (Pollak, M.J.) granted Unitrans’s motion for summary judgment on the grounds that Unitrans – a logistics company – qualified as a contracting carrier under the Montreal Convention and that Indemnity’s action was therefore time-barred by the Convention’s statute of limitations. Although we agree that contracting carriers are subject to the Montreal Convention, we find that there is a genuine dispute of material fact as to whether Unitrans was a contracting carrier. Accordingly, we vacate the judgment and remand the case for further proceedings.

 

 

In July 2014, Amgen, Inc. (“Amgen”), subrogor of plaintiff-appellant Indemnity Insurance Company of North America (“Indemnity”), engaged defendant-appellee Unitrans International Corporation (“Unitrans”) to arrange for the transportation of three pallets of Enbrel, a pharmaceutical drug (the “Cargo”), by motor and air carriage from Amgen’s facility in Dublin, Ireland to Philadelphia. On July 28, 2014, while Unitrans’s agent was delivering the Cargo to the air carrier at the airport, one of the pallets fell and was damaged. As a consequence, the entire shipment was returned to Amgen’s facility in Dublin, and the damaged pallet was declared a total loss.

 

 

Indemnity, as Amgen’s insurer, paid Amgen’s claim for the loss of the pallet and, as subrogee to Amgen’s rights, sued Unitrans for breach of contract, negligence, and breach of bailment. Unitrans moved for summary judgment, arguing that the Montreal Convention – which preempts all state law claims within its scope – governed Amgen’s claim. See Convention for the Unification of Certain Rules for International Carriage by Air, May 28, 1999, T.I.A.S. 13038, 2242 U.N.T.S. 309 (entered into force Nov. 4, 2003) (“Montreal Convention”). The United States District Court for the Eastern District of New York (Pollak, M.J.) granted summary judgment in Unitrans’s favor, concluding that the Montreal Convention applied and that the action was therefore barred by its two-year limitations period. This appeal followed.

 

 

Though we hold that the Montreal Convention applies to contracting carriers, we find that there remains a genuine factual dispute as to whether Unitrans qualifies as a contracting carrier. Accordingly, we vacate the judgment of the district court and remand the case for further proceedings.

 

 

(…) At Dublin Airport, while the TLC driver was removing the Cargo from the truck to deliver it to US Airways’s ground handling agent, one pallet fell off the truck and was damaged. The Cargo was returned to Amgen’s facility, and the damaged pallet was declared a total loss of over $1.8 million. Indemnity paid Amgen’s claim for the total loss and became fully subrogated to Amgen’s rights.

 

 

(…) The principal legal issue presented is whether the Montreal Convention applies only to damage that occurs while cargo is in the charge of an actual carrier. Indemnity urges us to adopt this narrow construction of the Montreal Convention, which would place its claims outside of the Convention given that Unitrans merely arranged for the Cargo’s transportation through third-party carriers and was not itself an actual carrier. We reject Indemnity’s legal argument and hold that the Montreal Convention extends to “contracting carriers” when cargo is damaged in international carriage while in their charge. Nevertheless, because there remains a genuine factual dispute over whether Unitrans qualifies as a “contracting carrier,” we conclude that the district court should not have granted Unitrans’s motion for summary judgment.

 

 

(…) As relevant here, Article 18 of the Convention, which covers damage to cargo, provides that a carrier is liable for damage to cargo if “the event which caused the damage . . . took place during the carriage by air.” Montreal Convention art. 18(1). “Carriage by air . . . comprises the period during which the cargo is in the charge of the carrier.” Id. art. 18(3). Significantly, “carriage by air” can encompass periods when the cargo is not “actually aboard an airplane,” Underwriters at Lloyds Subscribing to Cover Note B0753PC1308275000 v. Expeditors Korea Ltd., 882 F.3d 1033, 1040 (11th Cir. 2018), but does not cover “carriage by land . . . performed outside an airport,” Montreal Convention art. 18(4); see also Underwriters at Lloyds, 882 F.3d at 1040.

 

 

(…) Taken together, these provisions make clear that a “contracting carrier” – that is, a company that arranges for the international transportation of cargo by engaging third-party carriers such as airlines and truckers to perform the actual carriage – is a “carrier” for purposes of the Montreal Convention if, as a principal, it enters into the contract of carriage with a consignor.

 

 

(…) Article 40 plainly provides that when an actual carrier performs the whole or part of carriage, both the contracting carrier and the actual carrier are subject to the Montreal Convention – the actual carrier solely for the carriage it performs and the contracting carrier for “the whole of the carriage contemplated in the contract.” Montreal Convention art. 40; see also id. art. 1(4). Thus, a contracting carrier, as defined by Article 39, is subject to the rules of the Montreal Convention, including Article 18. See A.S.A.P. Logistics, Ltd. v. UPS Supply Chain Sols., Inc., 629 F. Supp. 3d 42, 46 n.3 (E.D.N.Y. 2022).

 

 

(…) We likewise reject Unitrans’s contention that carriage by air is a “term of art” applying to all damage occurring within the premises of the airport and that, therefore, the Montreal Convention applies here because the Cargo was damaged while it was at the airport. Unitrans Br. at 12, 14. The text of the Montreal Convention does not support the contention that any damage that occurs at an airport occurs during carriage by air, regardless of whether the cargo is in the charge of the carrier. As the Eleventh Circuit has explained, the Montreal Convention provides that a carrier is liable only for damage sustained during “carriage by air,” which is “the period during which the cargo is in the charge of the carrier,” except when the cargo is transported on the ground outside an airport. See Underwriters at Lloyds, 882 F.3d at 1040–42 (quoting Montreal Convention arts. 18(1), (3)–(4)). None of our precedent, even under the Warsaw Convention, is to the contrary. See Victoria Sales Corp. v. Emery Air Freight, Inc., 917 F.2d 705, 706–08 (2d Cir. 1990) (holding that damage to cargo in the charge of a carrier that occurs outside of an airport does not occur during carriage by air, but not holding that all damage that occurs inside an airport occurs during carriage by air, regardless of whether the cargo is in the charge of the carrier); Com. Union Ins. Co., 347 F.3d at 464–68 (holding that, under Article 18(4), when the point of damage is unknown, carrier control over all portions of the journey is presumed, but not holding that, even if the point of damage is known, the cargo need not be in the charge of the carrier). Here, there is no question that the Cargo was damaged inside the airport, but there remains the issue of whether the Cargo was damaged while “in the charge of the carrier.”

 

 

There is no dispute that Unitrans was not the actual carrier because it did not perform and was not intending to perform any part of the carriage itself. Therefore, the Montreal Convention applies only if Unitrans was a contracting carrier under Articles 39 and 40. As discussed above and as relevant here, the Montreal Convention provides that a contracting carrier is a person that (1) as a principal (2) makes a contract of carriage governed by the Montreal Convention (3) with a consignor, and (4) an actual carrier performs the whole or part of the carriage by virtue of authority from the contracting carrier. See Montreal Convention art. 39. In general, a principal is “someone who authorizes another to act on his or her behalf as an agent” or “someone who has primary responsibility on an obligation.” Principal, Black’s Law Dictionary (11th ed. 2019).

 

 

Given the current factual record, we find that there remains a genuine dispute as to whether Unitrans was acting as a principal and, by extension, whether it qualifies as a contracting carrier. On the one hand, there is evidence indicating that Unitrans was acting as a principal because it took primary responsibility in making and executing the carriage contracts. Indeed, in Unitrans’s interrogatory responses, it stated that it “acted as a freight forwarder and an indirect air carrier with regard to the Cargo,” taking “responsibility for the care, custody, and control of the Cargo” “from the receipt of the Cargo at the Amgen facility.” J. App’x at 248; see also, e.g., id. at 81 (Unitrans employee stating that “air waybill 037-49058936 was issued for the door-to-door carriage of the Cargo on July 28, 2014”); id. at 225 (parties agreeing that Unitrans “entered into a contract with . . . Amgen . . . to transport the Cargo from Amgen’s facility in Dun Laoghaire, Dublin, Ireland to Philadelphia, Pennsylvania”); id. at 268 (Amgen listing Unitrans as a “carrier” in its internal invoices). A reasonable juror could take these statements to mean that Unitrans – acting as a principal with ultimate “responsibility” for the Cargo – made a contract with consignor Amgen to transport the Cargo internationally, and that Unitrans then subcontracted with US Airways. In this circumstance, Unitrans would have assumed the responsibility of a contracting carrier, while US Airways was set to perform the air carriage – as the “actual carrier” – by virtue of authority from Unitrans.

 

 

On the other hand, the record also contains evidence that paints Unitrans as an agent that merely set up an air-carriage contract between Amgen and US Airways. In this circumstance, Unitrans would not have been acting as a principal because it merely brokered the agreement while US Airways was obliged to perform the air carriage by virtue of its own authority. This view is supported by the fact that Unitrans presents itself as a “logistics company that arranges carriage of cargo on behalf of its customers,” which suggests that it acts as an “intermediary” that merely makes travel arrangements in the manner of a travel agent. Id. at 63, 70.

 

 

It remains unclear whether Unitrans (or MCL as its agent) ever issued a “house waybill” – which could further shed light on Unitrans’s role and responsibilities – and if so, what happened to it. See J. App’x at 80 (explaining that an “air waybill” is the waybill issued by the actual carrier while the “house waybill” is issued by the forwarder). (Fn. 9).

 

 

 

 

(U.S. Court of Appeals for the Second Circuit, April 4, 2024, Indemnity Insurance Company of North America v. Unitrans International Corporation, Docket No. 21-2132)

 

Nebraska Supreme Court, Callahan v. Brant, Docket No. S-21-1006, Cite as 314 Neb. 219

Insurance Law

 

Agents

 

Valuation

 

Total Loss: Measure of Recovery

 

Nebraska’s Valued Policy Statute

 

Statute Interpretation

 

Procedure: Possible Actions: Declaratory Judgment Action, Breach of Contract Action, Action for Specific Performance, Suit in Equity to Reform the Policy, Suit Alleging the Intentional Tort of Insurer Bad Faith, or Any Combination of Such Actions

 

Nebraska Law

 

 

 

Callahan filed this negligence action against insurer and its agent, seeking to recover damages after their home was destroyed in a fire. The district court granted summary judgment in favor of the insurer and its agent. Although our reasoning differs, we affirm the district court’s judgment.

 

 

In 2011, the Callahans purchased a Shelter Mutual Insurance Company (Shelter) homeowners insurance policy through a licensed insurance producer, Jeb Brant. Brant is a “captive” Shelter agent and exclusively sells Shelter insurance. Before the policy was issued, Brant used a reconstruction cost calculator tool to estimate the cost of rebuilding the Callahans’ home, using information obtained from the Callahans and from the Clay County assessor’s website. Brant prepared a report that estimated reconstruction costs at $250,481.

 

 

(…) It is undisputed that they subsequently purchased a replacement cost policy insuring their home for $250,481.

 

 

(…) In May 2019, the parties agree the Callahans’ home was totally destroyed by an electrical fire. The Callahans submitted a claim on the policy with Brant’s assistance, and it is undisputed that Shelter subsequently paid the Callahans all amounts due and owing under the policy. The Callahans allege that when they subsequently obtained a quote for the cost of rebuilding their home, they learned “the cost to rebuild was substantially higher than the amount of insurance coverage.”

 

 

In April 2020, the Callahans filed a complaint against Shelter and Brant, styled as claims for breach of contract, negligence, and negligent misrepresentation. The Callahans later stipulated to the dismissal of their breach of contract claim. Their remaining claims generally allege that Brant negligently advised them on the estimated replacement value of their home and negligently misrepresented the adequacy of their policy limits in the event of a total loss. The Callahans contend they reasonably relied on Brant’s statements and, as a result, sustained damages “in an amount to be proven at trial.” And they alleged Shelter was liable for Brant’s misrepresentations under a theory of respondeat superior.

 

 

The district court ultimately concluded the Callahans could not prevail on such a claim. It reasoned that even accepting as true the Callahans’ claims that Brant provided false information regarding the replacement value of their property and the adequacy of their policy limit, the Callahans could not have reasonably relied on such information because, under the terms of the policy and under Nebraska law, it was the Callahans’ duty and responsibility to know their coverage needs and to request the amount of coverage they wanted. The court also found the evidence was undisputed that the Callahans never asked Brant to provide them with a higher amount of coverage on their home or to procure any supplemental coverage.

 

See, Hobbs v. Midwest Ins., Inc., 253 Neb. 278, 570 N.W.2d 525 (1997); Hansmeier v. Hansmeier, 25 Neb. App. 742, 912 N.W.2d 268 (2018). (Fn. 3).

 

 

Nebraska’s valued policy statute conclusively establishes the true value of the Callahans’ loss in the event the property is wholly destroyed, and it precludes them from offering evidence that the true value was something other than the amount for which the home was insured.

 

 

Nebraska’s valued policy statute is currently codified at Neb. Rev. Stat. § 44-501.02 (Reissue 2021), and it provides: Whenever any policy of insurance is written to insure any real property in this state against loss by fire, tornado, windstorm, lightning, or explosion and the property insured is wholly destroyed without criminal fault on the part of the insured or his or her assignee, the amount of the insurance written in such policy shall be taken conclusively to be the true value of the property insured and the true amount of loss and measure of damages.

 

 

We discussed the public policy rationale behind the valued policy statute in Heady v. Farmers Mut. Ins. Co. There, we stated: “It is a well-known fact that it has been the practice of some fire insurance companies to insure property at any value the insured cared to put thereon without any investigation as to such value. The natural impulse of the insured was toward amply sufficient or even over valuation. The higher the valuation, the greater the premium. If there were no loss, the insurance company profited through the high valuation. If loss occurred, the insurer would contest the value or amount of recovery and the insured might recover less than the value stipulated in the policy, although he had honestly estimated the value at the time the insurance was taken and had paid premiums on the basis of such estimated value. This situation produced dissatisfaction and litigation. It was to correct this condition, that the valued policy statute was enacted.  .  .  .  Also, overvaluation was a temptation to commit arson, which might endanger lives or other property. The statute is not merely for the protection of the insured but ‘rests on considerations of public policy, and it is probable that the insured could not, even by express contract, relinquish the benefit of its provisions.’ . . .

 

 

Heady v. Farmers Mut. Ins. Co., 217 Neb. 172, 349 N.W.2d 366 (1984).

 

 

Heady expressly held that “the valued policy statute precludes the insurer from asserting as a defense to liability on its fire insurance contract the fact that its insured either affirmatively misrepresented or failed to disclose the actual value of the subject property.” Heady did, however, allow the insurer to offer evidence of a lower value for the limited purpose of showing the insured had a motive to commit arson, because such use was consistent with the valued policy statute.

 

 

We said in Heady that “‘neither party’” could evade the valued policy statute by avoiding the duty to investigate the value of the property before agreeing to a binding determination of value. This mutual duty encourages both the insurer and the insured to conduct a thorough and independent investigation into the value of the property to be insured before agreeing on a binding amount of coverage to be written into the policy, because in the event of a total loss, that policy limit becomes the conclusive measure of damages.

 

 

Malm v. State Farmers Ins. Co., 125 Neb. 594, 251 N.W. 260 (1933) (after total loss, insurer could not avoid paying policy limits by claiming insured falsely misrepresented actual value of insured building) (Fn. 31).

 

 

A suit on the policy after a total loss can take many forms—a declaratory judgment action, a breach of contract action, an action for specific performance, a suit in equity to reform the policy, a suit alleging the intentional tort of insurer bad faith, or any combination of such actions, just to list a few. And neither the plain language of the valued policy statute, nor any of its public policy objectives, confines its application to a single type of legal action between the insurer and insured. Construing the valued policy statute in a way that restricts its application exclusively to breach of contract actions would require us to read language into the statute that is not there, would undermine the statutory objectives, and would not place on the statute a reasonable construction that best achieves its recognized purpose. We thus decline the Callahans’ invitation to adopt a construction that restricts Nebraska’s valued policy statute to only certain actions.

 

 

(…) We are not suggesting that the valued policy statute will apply to preclude every claim of negligent misrepresentation by an insured against an insurer. But when the alleged misrepresentation pertains to the true value of the insured loss, the valued policy statute is plainly implicated.

 

 

 

 

(Nebraska Supreme Court, May 12, 2023, Callahan v. Brant, Docket No. S-21-1006, Cite as 314 Neb. 219, Per Curiam, Three Dissenters)

 

Associated Management Services, Inc. v. Ruff, Case Number DA 17-0102, Cit. 2018 MT 182

Representation: Agent: CEO: Board of directors: Licensing agreement:

Actual authority: Ostensible authority: Ratification: Equitable estoppel:

(…) AMS nonetheless asserts that the 2008 licensing agreement is invalid or unenforceable due to lack of mutual assent on the ground that Diane Ruff executed the agreement in an agency capacity without authorization of AMS’s board of directors.

Agency is “the fiduciary relation which results from the manifestation of consent by one person to another” that the agent shall act on behalf of the principal subject to the principal’s control and consent. Butler Mfg. Co. v. J & L Implement Co., 167 Mont. 519, 523, 540 P.2d 962, 965 (1975). See also Restatement (Third) of Agency § 1.01 (2006); § 28-10-101, MCA (agent is one who represents another in dealings with third parties).

Except as otherwise provided by statute, a principal may authorize an agent to perform any act that the principal may lawfully perform. Section 28-10-105, MCA. A principal may create an agency relationship by prior authorization or subsequent ratification of the representative acts of another. Section 28-10-201, MCA.

An agent has the authority actually or ostensibly conferred upon the agent by the principal. Section 28-10-401, MCA. Actual authority is authority that a principal either “intentionally confers” upon the agent or intentionally or negligently “allows the agent to believe the agent possesses.” Section 28-10-402, MCA. Ostensible authority is authority that a principal intentionally or negligently “allows a third person to believe the agent possesses.” Section 28-10-403, MCA. A principal may confer actual or ostensible authority upon an agent by express authorization or circumstantial implication. Freeman v. Withers, 104 Mont. 166, 172, 65 P.2d 601, 603 (1937). An actual or ostensible agent has implied authority to “do everything necessary, proper, and usual in the ordinary course” of the principal’s business “for effecting the purpose of the agency.” Section 28-10-405(1), MCA. A disclosed principal is liable in contract to third parties for the representative acts of an agent within the scope of the actual or ostensible authority conferred on the agent by the principal. Restatement (Third) of Agency § 6.01; see also §§ 28-10-401 and -405, MCA. Accordingly, unless otherwise “specially restricted” by board directive or bylaw, “a general or managing officer or agent” of a corporation has actual or ostensible authority to “enter into any contract which is usual, proper, or necessary . . . in the ordinary transaction of the company’s business.” Audit Servs., Inc. v. Elmo Rd. Corp., 175 Mont. 533, 536, 575 P.2d 77, 79 (1978).

Here, it is beyond genuine material dispute on the Rule 56 record that, at all times pertinent, Diane Ruff was the chief executive officer of AMS with general authority to act on behalf of the corporation within the broad scope of AMS’s ordinary course of business. AMS was engaged in the business of, inter alia, providing payroll recordkeeping and processing services to its clients, including but not limited to the acquisition of software necessary or helpful to that end. It is beyond genuine material dispute on the Rule 56 record that the 2008 licensing agreement and its subject matter were within the scope of the ordinary course of AMS’s business.

AMS’s corporate counsel drafted the licensing agreement for Diane Ruff’s signature in the name of the corporation. AMS made no affirmative factual showing disputing Diane’s authority to enter into the licensing agreement without prior authorization of the AMS board. AMS made no affirmative factual showing that Diane had any reason to believe that either the initial informal agreement or the subsequent licensing agreement was outside the scope of her authority as the chief executive officer of AMS. AMS further made no affirmative factual showing that Daniel had any non-speculative reason to believe that Diane was not authorized to enter into the development and licensing agreements or that Diane actively or intentionally concealed the existence and terms of the licensing agreement from the AMS board. The mere facts that Diane and Daniel were mother and son and that the AMS board was not formally or specifically aware of the licensing agreement until the new AMS executive director raised “concerns” about it in 2013 after Diane left the company are insufficient without more to raise a genuine issue of material fact as to whether Diane was acting outside the scope of her actual or ostensible authority when she executed the licensing agreement seven years earlier. On the Rule 56 record presented, we hold that Ruff was entitled to judgment that Diane executed the 2008 licensing agreement within the scope of her actual and ostensible authority as the chief executive officer of AMS.

The District Court alternatively ruled that, even if arguendo Diane had executed the licensing agreement outside the scope of her actual or ostensible authority, AMS nonetheless ratified the agreement after she left the company. A principal may create an agency relationship by subsequent ratification of the representative acts of another. Section 28-10-201, MCA. “A contract which is voidable solely for want of due consent may be ratified by a subsequent consent.” Section 28-2-304, MCA. Ratification is the affirmative confirmation of a prior act. Erler v. Creative Fin. & Inv., 2009 MT 36, ¶¶ 25-26, 349 Mont. 207, 203 P.3d 744. A principal with knowledge of the material facts may ratify a prior unauthorized act or transaction by express declaration or implicitly by acts, statements, or conduct which reasonably manifests an intent to affirm or be bound by the act. Erler, ¶¶ 25-26; Freeman, 104 Mont. at 172, 65 P.2d at 603. Thus, a principal may ratify an unauthorized act by “knowingly accepting or retaining the benefit of the act.” Section 28-10-211, MCA.

(…) Ratification rests, inter alia, upon the principle of equitable estoppel and “the duty of the principal to repudiate” an unauthorized act of an agent “within a reasonable time after discovery.” Larson, 61 Mont. at 9, 201 P. at 687. See also Butler Mfg. Co., 167 Mont. at 526, 540 P.2d at 966 (duty to repudiate or disavow unauthorized act of agent immediately upon discovery). Thus, a principal with knowledge who acquiesces and affirmatively performs or pays on a previously unauthorized but otherwise lawful and beneficial act of a previously established agent is equitably estopped from later asserting that the act was unauthorized ab initio.

(Montana Supreme Court, July 24, 2018, Associated Management Services, Inc. v. Ruff, Case Number DA 17-0102, Cit. 2018 MT 182, J. Sandefur)

Cette affaire est jugée en application du droit de l’état du Montana.

Etendue des pouvoirs de représentation d’un directeur général : ce directeur engage la société si son acte est expressément autorisé par le conseil d’administration, si le conseil laisse croire par négligence que l’acte est autorisé, ou s’il est ratifié par dit conseil. Le directeur général engage également la société si son acte pouvait raisonnablement être compris par un tiers comme étant autorisé par le conseil. Quant à elle, la ratification peut être expresse ou par actes concluants (par exemple en conservant les bénéfices découlant de l’acte non autorisé). S’agissant de la ratification, il y a plus : la notion de ratification est liée au principe d’ « equitable estoppel » ainsi qu’au devoir du représenté de répudier l’acte non autorisé dans un délai raisonnable après sa découverte. De la sorte, un représenté qui ne répudie pas peut être « equitably estopped » d’alléguer valablement que le représentant a excédé ses pouvoirs.

A défaut de directive contraire du conseil ou de norme statutaire contraire, le directeur dispose de la compétence de conclure tous les types de contrats usuels, ou appropriés, ou nécessaires à la réalisation du but social.

Est en l’espèce discutée la question de la validité d’un contrat de licence conclu par la CEO pour le compte de son entreprise, active dans la fourniture de services digitaux liés à la tenue de dossiers de ressources humaines. Le contrat de licence portait sur un software utile à la réalisation du but social, de sorte que la directrice disposait de la compétence de signer ce contrat au nom de la société. En outre, le contrat de licence avait été rédigé par le service juridique interne de l’entreprise. Dite entreprise n’a nullement contesté l’autorité de sa directrice de signer, et celle-ci n’avait aucune raison de penser qu’elle n’en avait pas la compétence. Et l’autre partie au contrat de licence n’avait aucune raison de penser que la directrice aurait été dépourvue de l’autorité de signer au nom de l’entreprise, ni de penser que la directrice aurait caché au conseil d’administration l’existence et les termes du contrat. Le fait qu’en l’espèce la directrice et l’autre partie au contrat de licence étaient mère et fils n’était en soi pas suffisant pour nier le pouvoir de représentation de la directrice. Aucun conflit d’intérêt n’a été démontré, s’agissant d’une transaction conforme aux conditions du marché.