In this article we will review several recent decisions of the Arbitration Courts of cassation instance for spring 2024.
A member of a limited liability company sold a share to the same company, but did not receive any money. However, the legal entity did not fulfill the obligation due to the absence of any property. The former participant appealed to the court to challenge the agreement with arguments that: the sale transaction was sham, the rules on approval of a major transaction were violated, the transaction as such is null and void on the grounds of abuse of right. The first instance and appeal dismissed the claims — they pointed out that the former participant could not refer to the violation of corporate requirements, the abuse is presumptive in nature, as the transaction is compensable. The cassation instance disagreed with the second argument. At the time when the Company, went to the transaction, it had already sold all the property, and the courts did not analyze in detail the property sold by price, list and value.
— Ruling of the Central District Court of Arbitration of 20.03.2024 in case No. A08-1045/2020
In this case the dispute was about the issue of a writ of execution. The claimant asked for a duplicate of a lost writ of execution. Two instances refused on the basis of the Claimant’s own negligence. Cassation did not agree with the positions, given that the Bailiffs terminated the proceedings in connection with the inability to find the property of the debtor, the case file was destroyed, there is also no evidence of sending the writ of execution to the Collector, and the argument of negligence is untenable, it does not affect the burden of proof.
— Ruling of the AC of the North-Western District of 22.03.2024 in case No. A21-9135/2013
In the case below, the Contractor undertook to move the cargo with the help of a tower crane and provide installation work for the Customer’s employees, but due to high winds could not perform the work. The client demanded the return of the prepayment. The first instance stated that the Contractor’s task was to make sure of the weather conditions in advance, the appeal stated that the Client’s employees were not able to be at the necessary height and load the equipment. The court of cassation stated that the strong wind is an objective obstacle that caused the impossibility of performance — there is no liability for this for both parties. The customer should reimburse only the actual costs.
— Decree of the AC of the West Siberian District of 05.04.2024 in case No. A03-3260/2023
In the case below, the Lessor received payment for wagons whose route was determined to be to Ukraine in February 2022 prior to the SWO. It was impossible to use or return them, which was confirmed by the conclusion of the regional chamber of commerce and industry. The court of cassation found that the lessee understood the increased risks (including because it sent the wagons to Ukraine even after the start of the SWO), failed to prove that the wagons were actually seized, and did not show due interest in returning the wagons, while there are known cases of such property being returned).
— Ruling of the North-Western District Court of Arbitration of 02.04.2024 in case No. A21-4006/2023
In the case below, considered a dispute about the defamatory business reputation of the company recall. Two instances sided with the plaintiff, but the cassation saw the unreasonableness of the conclusions, in particular because the courts did not consider the context of the message in full, limiting themselves to only one line of the recall and did not consider the argument that the recall — a subjective position of the actions of employees recorded in the video.