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40ment deadline, as the French Cour de cassation held that the period withinwhich a sale of shares had to be completed could not be considered asmandatory as it was not explicitly stated that the sale would be annulled ifthe deadline was not complied with (R.sub.2, p. 19).76. Valvision responded that the Sciari case supported its own argument thatthe obligation of good faith had to be considered when construing an agreementand that the parties to a contract could not modify a contract to prejudice a thirdparty (C.sub.3, p. 7). Valvision argued that, regarding the interconnection betweenthe General Agreement and the SPA, an agreement is a fact the existenceof which has to be acknowledged by all.For Valvision, the fact that Vision N.V. waived some requirements towards theCore Minority Shareholders, such as the down payment and the period for theclosing, constitutes a breach of the SPA (C.sub.3, p. 10 to 13).77. The Respondents finally submitted that the fact that the Core MinorityShareholders did not make a down payment could not in any way constitute abreach of the SPA entered into by Valvision and Vision N.V. because:- there exists no obligation under French law according to which the MinorityShareholders should pre-empt under exactly the same terms and conditionsas the purchaser;- in any event, pursuant to Dutch law, one can only speak of breach for contractif a damage occurred which were directly connected with a failure tocomply with an obligation under the contract. In the case at hand, therewould be no connection between what Valvision considers to be the nonfulfilmentof an obligation under the SPA and the damage it alleges.78. On November 28, 2001, the Arbitral Tribunal invited the parties to commenton the conditions under which the pre-emption rights had been exercised,in particular with respect to the reimbursement made by Vision N.V. to the CoreMinority Shareholders of an amount of FRF 800,000 in respect of certain severancepayments made by RCF to Mr. Esgain.79. In C.sub 5, Valvision submitted that as the actual severance paymentsmade to Mr. Esgain substantially exceeded FRF 800,000 and that the June 17,1999 side letter, by limiting the offset to FRF 800,000 (NLG 269,000), increasedthe consideration received by Vision N.V.: the pre-empting Core Minority Shareholderspaid a purchase price greater than the purchase price that would havebeen paid by Valvision to Vision N.V. under the SPA. This increase in the netpurchase price received byVision N . V . constituted a variation of the terconditions of the SPA.CphI ERCE INTFCOUR INTERNATIONAIE D'ARBITRAGE WINTERNATIONAL COURT OF ARBITRATIONA02338488/0.31/16 Oct 2002V