RKKW’s Client wins in dispute over invalidity of supervisory board’s resolution

The court of appeal, as a result of an appeal filed by RKKW on behalf of its Client, changed the appealed verdict of the district court and dismissed the suit brought by a shareholder of a joint-stock company seeking a declaration of invalidity of resolutions of the supervisory board of that company.

The minority shareholder of the respondent company demanded in the lawsuit to establish the non-existence, or alternatively to establish the invalidity or annulment of the resolutions of the supervisory board of the company, among others the resolution depriving this shareholder of the function of the chairman of the supervisory board. The court of first instance ruled that the resolutions were invalid. In the opinion of the court of first instance, formal faults related to convening and proceeding during the supervisory board’s meeting were decisive in the case, thus these resolutions are invalid by law. As far as the legal interest in obtaining a judgment is concerned, the court of first instance held that the claimant had a need to obtain a specific judgment as a result of an actual violation of its legal sphere. However, the court of first instance failed to indicate what rights of the claimant were violated.

The RKKW’s Client appealed against the judgment of the court of first instance, alleging first of all that the court incorrectly held that the claimant had a legal interest in bringing an action for a declaration of invalidity of resolutions of the supervisory board. What was important for the resolution of the case was the fact that between the time when the supervisory board adopted a resolution to deprive the plaintiff of the function of chairman of the supervisory body and the time when the judgment was issued, the plaintiff was dismissed from the supervisory board of the company by a resolution of the company’s general meeting. The resolution of the general meeting was effective and enforceable and was in force in legal transactions and was legally registered in the National Court Register.

The court of second instance upheld the appeal filed by RKKW’s Client, changing the appealed verdict and dismissing the action for declaring the resolutions of the company’s supervisory board invalid. The Court of Appeal in Gdansk first of all shared the argument that the plaintiff has no legal interest in challenging the resolutions of the company’s supervisory board, as she is no longer a member of the board.

In cases involving challenges to resolutions of the supervisory or management board of capital companies, it should be remembered that they are brought under Article 189 of the Code of Civil Procedure in conjunction with Article 58 of the Civil Code. Consequently, in addition to showing the defects that render the resolutions of these corporate bodies invalid, e.g. violation of the provisions of the Code of Commercial Partnerships and Companies, unlike in the case of actions for the annulment or revocation of resolutions of the general meeting of a joint-stock company or a meeting of shareholders of a limited liability company, it is also necessary to show that the plaintiff has a legal interest in bringing the action. However, there is no automatism in this respect, and the court should analyze in each case whether the plaintiff has such a legal interest. In such cases the plaintiff’s legal interest in bringing suit cannot be ascribed a priori merely because he remains a shareholder or partner of the company, or because he once held a position in the company’s governing bodies, comments Damian Dworek, attorney-at-law (partner).

The case was led by Damian Dworek, Maria Czaińska, Ernest Kosa (attorneys-at-law), Wojciech Rzepiński (advocate), and Zuzanna Łozińska (trainee attorney-at-law).

The sentence is legally binding.