The Supreme Court protected a bona fide purchaser of a share in the charter capital, reaffirming the need to apply the principle of party disposition when resolving disputes
The Supreme Court, in case No. А19-13633/2024, reviewed a cassation appeal in a corporate dispute concerning the challenge of a share transfer in the charter capital. The Economic Panel of the Supreme Court set aside the ruling of the circuit court, noting that it violated the principle of party disposition in civil and arbitral proceedings by granting the claim on a ground not asserted by the claimant. The courts of first instance and appeal had proceeded from the validity of the participant’s decision to sell the share, which had been signed by a representative acting under a notarized power of attorney, the validity of which the claimant himself confirmed before the court.
The dispute arose after a participant in the company contested the decision to sell a 34% share to the general director, alleging that he had neither adopted such a decision nor issued a power of attorney. However, the courts established that the document had been signed by a representative acting under a valid power of attorney. The circuit court overturned these findings on the basis that the company’s shares, allegedly not distributed within the statutory oneyear period, were subject to cancellation – although this issue had not been raised in the claimant’s pleadings.
The Supreme Court found the circuit court’s approach impermissible, holding that altering the cause of action on the court’s own initiative contradicts the fundamental principles of civil procedure. The Supreme Court annulled the cassation ruling and upheld the decisions of the firstinstance and appellate courts, thereby confirming the protection of the bona fide purchaser’s rights.
