Kuwait Court of Cassation principle number 284

A business establishment. Its inclusion of tangible and intangible elements. Their nature. Limiting the sale of a business establishment to some of these elements. Its treatment as a sale of the commercial establishment. Its condition. The sale must include the principal elements, particularly customer connections and commercial reputation, and assignment of the leasehold right where location is the basis of renown and a large clientele. Limiting the sale to non-essential elements. Is not considered a sale of the commercial establishment. The contracting parties' statement that the sale concerned the business establishment does not alter this. - Determining whether the elements subject to the sale of the business establishment are essential or not. A matter for the court of merits. To ascertain the true nature of the contract, it may investigate the transferor's intention, assess the evidence and presumptions submitted, and draw the conclusions of which it is convinced. The condition for that. - Characterizing whether the sale is a sale of a commercial establishment or a sale of some of its non-essential elements is a question of law. Subject to review by the Court of Cassation. - 57 - Commercial - Official form is an essential element in the conclusion of a sale of a business establishment. The effect of its absence. Absolute nullity of the contract, whether in relation to the contracting parties or third parties. Every interested party may invoke it, and the court may rule on it of its own motion. Articles 34, 26/1 of the Commercial Law. 184 Civil. Example.