Stock options: which limitation period for the loss-of-chance (perte de chance) claim?
Cass. soc., 11 March 2026, n° 24-18.287
Does the claim for damages compensating the loss of chance (perte de chance) to exercise stock-option rights fall under the twelve-month limitation period applicable to termination, or the two-year period applicable to the performance of the employment contract?
The employee was dismissed on 10 July 2017. Despite signing a settlement agreement as early as 27 July 2017, he brought a claim before the Lyon employment court on 10 January 2019, arguing in particular that the parties to the settlement had not provided for any "waiver of the right to exercise his stock-option rights" and that the employer had breached the non-disparagement obligation set out in it.
The employee sought, in particular, compensation for a loss of chance to exercise his stock-option rights, faulting the employer for insufficient information on how to exercise these rights during the employment relationship.
The court of appeal considers that the claims are time-barred:
the person concerned brings an action "seeking compensation for a loss of chance to exercise his stock-option rights, in light of how those rights could be exercised upon termination of the employment contract";
the employee thus brings an action relating to the termination of the employment contract, triggering the application of the twelve-month limitation period running from the termination.
The French Supreme Court reaches a different conclusion:
it reiterates that the length of the limitation period is determined by the nature of the claim relied on;
it states that the employee's claim for damages for the loss of chance to exercise his stock-option rights, on account of the employer's breach of its duty to inform about how to exercise these rights during the employment relationship, relates to the performance of the employment contract and, as such, falls under the two-year limitation period provided for by Article L. 1471-1 of the French Labor Code.
One question remains, in my view: would the French Supreme Court's reasoning have been the same if the loss of chance to exercise the stock options had resulted from an unfair dismissal (a question that did not seem to arise here due to the signing of a settlement agreement), rather than from the employer's breach of its duty to inform during the employment relationship?
Sources: French Supreme Court, 11 March 2026, appeal n° 24-18.287 / Lyon Court of Appeal, 29 May 2024 (n° 21/01245)