Success! Thanks to the work of our team, the court upheld the claim to repeal the resolution

The Regional Court in Łódź upheld a claim by a minority shareholder for revoking a resolution of an Extraordinary General Meeting of Shareholders of a limited liability company on the grounds that it was contrary to good practice, contrary to the company’s interest, and detrimental to the minority shareholder. The dispute relates to the important issue of the legitimacy of revoking a resolution, which, although not required for certain actions to be taken, is aimed solely at creating a state of affairs contrary to reality.

The dispute in question is part of a larger corporate dispute between the parties. In the proceedings described above, the client challenged the resolution to consent to the acts of issuing an invoice for research and development work to a related company and to set off the mutual receivables of these companies. However, the respondent company had never carried out research and development work for the affiliated company. The result of this work in the form of finished, proprietary products was therefore vested in the defendant company. The majority shareholder adopted a resolution with the aim of creating a factual state that the result of research and development work in the form of ready-to-sell products with a multi-million dollar value was the property of the affiliated company, which was not in compliance with reality.

As a result of the evidentiary proceedings, the Regional Court of Łódź upheld the claim based on Article 249 § 1 of the Code of Commercial Companies in its entirety, holding that the assets in the form of ready-to-sell and copyrighted products are part of the assets of the respondent company, and the company itself did not carry out any work commissioned by the affiliated company. The Court fully shared the argumentation of the Plaintiff’s attorneys that a resolution with such content is contrary to good practice, as it is only intended to generate evidence aimed at creating a conviction within the Defendant company and in the Defendant’s business environment.

Furthermore, the Court pointed out that regardless of whether the resolution to approve the invoice and the set-off was required for the validity of this type of action, its content should unquestionably be assessed as contrary to commercial fairness. The implementation of the contested resolution would have made it easier for the defendant’s majority shareholder to prove that the invoice and the set-off agreement were documents which at least made it plausible that the defendant had only carried out research on its behalf and to its order, and that the results of this research constituted intangible assets belonging solely to the associated company. This fabrication of evidence, which is intended to give the defendant’s counterparties the false impression that the defendant merely conducted research on behalf of and for the benefit of the majority shareholder, is also a manifestation of indirect harm to the interests of the company and the minority shareholder.

The client was represented in the case by attorney-at-law Wojciech Bokina and attorney-at-law Paulina Sułkowska.

The judgment is not final.