RKKW defends Clients against claims of invalidity of share sale agreements

In two independently pending proceedings, the Regional Court in Gdańsk and the District Court in Warsaw dismissed claims for determination of the invalidity of share sale agreements concluded by RKKW’s Clients. One of the judgments is already legally binding.

A third-party creditor brought claims against our Clients to establish the invalidity of agreements for the sale of shares in several companies where our Clients were parties. In each of the cases, this creditor argued that the agreements led to the depletion of the assets of its debtor, who is a third party for the defendants. Two of these cases have already been resolved.

Both the District Court in Warsaw and the Regional Court in Gdańsk (hearing the appeal against the judgment of the District Court Gdańsk-Południe in Gdańsk) found the plaintiff’s claims to be unjustified. The courts stated that the creditor had no interest in establishing the invalidity of the questioned legal actions, and this was because even if the share sale agreements were eliminated from legal transactions, the plaintiff’s debtor’s assets (from the perspective relevant to the creditor) would not change. At the same time, the courts shared the RKKW’s view that the purpose of both actions was in fact to obtain evidence against the plaintiff’s debtor, and such a purpose does not deserve protection under Article 189 of the KPC. In addition, they confirmed that the allegation of an abnormally low sale price (when there is no question of exploitation) cannot constitute an independent premise for establishing the invalidity of a contract.

The judgment of the Regional Court in Gdansk is legally binding.

Clients in both disputes are represented by attorney-at-law Konrad Oleszczuk, while the project is coordinated by Karol Szymański.