Client success! Final judgment declaring invalid the statement of withdrawal from the acquisition of 100% of shares in a limited liability company.

The Court of Appeal wholly shared the arguments of the Firm’s clients and the District Court with regard to the fact that there was no misrepresentation in the act of disposing of the shares of the limited liability company involved in the operation of the restaurant. As the Court of Appeal noted: “it is clear from the circumstances of the case that the plaintiffs’ objections to the ‘validity’ of the share purchase agreement only emerged when their forecasts (expectations) of the profitability of the restaurant began to diverge from the actual financial results. It was then that they filed declarations of rescission of the legal effects of the share purchase agreement, citing the alleged fraudulent misrepresentation by the sellers (defendants).” Meanwhile, in the opinion of the Court of Appeal, it is impossible to speak of deception in any way, since the plaintiff himself admitted that all the company’s accounting records were made available to him, but he chose not to analyse them. As the SA added: “The fact that the plaintiff, being able to consult all the financial records, for reasons known only to himself, limited himself to ‘reviewing’ only one document indicates the plaintiff’s negligence, and in no way proves the intentional action of the defendants to induce in him a false perception of the company’s financial condition. Consequently, Article 86 of the Civil Code cannot be applied in the case, as it cannot be assumed that behaviour deceitfully misleading as to the financial condition (profitability) of the company can be attributed to the party selling shares in the company, who, in the course of negotiations, presents all the documents concerning this financial condition to the counterparty for inspection’.

The consequence of the above judgment is that the circle of shareholders in the company has been legally established. The purchasers further argued that the ineffectiveness of the disposal resulted in the ineffectiveness of their appointment to the company’s board. The final judgment refutes this argument and proves that they have been on the board of directors of the company all along and that they are responsible for the failure to file for bankruptcy.

The judgment is final. The vendor couple was represented from the very beginning of the dispute by attorney-at-law Wojciech Bokina.