Success of the Law Firm’s client in a dispute exceeding PLN 1 billion
9 July 2025 • Autor: Kancelaria Brysiewicz Bokina i Wspólnicy
A client of the law firm won a dispute before the Regional Court in Bydgoszcz concerning the determination of the invalidity of the transformation of her husband’s sole proprietorship into a limited liability company, to which he had attempted to transfer the most important assets of their joint property, including a controlling stake in a manufacturing company and numerous properties worth more than one billion zlotys.
The District Court in Bydgoszcz, in its judgment of 29.11.2021, shared practically the entirety of the argumentation of the lawyers representing the Client – attorney-at-law Krzysztof Brysiewicz, attorney-at-law Wojciech Bokina and attorney-at-law Aleksandra Bobińska, indicating that the transformation was invalid due to the violation of absolute provisions of the Family and Guardianship Code, but also indicated that the transformation itself was aimed at circumventing the law, as well as being carried out in violation of the principles of social co-existence.
As the Court pointed out:
the conversion performed by the respondent should have been treated as an act exceeding the scope of ordinary management and therefore required the consent of the claimant in order to be valid, the lack of which means that the act is invalid. Consequently, it had to be assumed that the transformation of the business into a capital company had not taken place and that this was not remedied by the entry made in the register"
In the Court’s view, the transformation of a jdg into a limited-liability company constitutes a transfer of ownership of an enterprise, whereas for such a transfer pursuant to Article 37 § 1(3) of the Polish Civil Code the consent of the spouse is required. Meanwhile, it was not so much the spouse who did not consent to such an action, but rather she objected to the independent disposal of assets constituting the joint property in excess of PLN 50,000 prior to the action.
As the court pointed out, the transformation is also invalid because, in the opinion of the client’s husband, it was to result in the transfer to the limited liability company of real property belonging to the joint assets, whereas for such a transfer the consent of the other spouse is required pursuant to Article 37 § 1(1) of the Family Law Code. In addition, in the court’s view, these defects cannot be remedied, as the conversion is a unilateral legal act, which cannot be convalidated by Article 37 § 4 of the Civil Code.
Furthermore, in the court’s view:
The claimant's claim can also be considered in the context of the defendant's violation of the principles of social co-existence, which, pursuant to Article 58 par. 2 of the Civil Code renders such a legal act invalid. The intentions of the respondent to deprive the claimant of the possibility to co-determine the components of the joint property and derive benefits from them are - in the Court's opinion - undoubted..... Following the principles of logical reasoning and the principles of life experience, the Court held that the respondent, by a series of actions undertaken (also by means of the transformation of business activity into a limited liability company), aims at removing the claimant from co-determination about the joint property and deriving benefits from it.
Previously, the client, with the assistance of the law firm, obtained security for her claims in these proceedings both before the court of first and second instance, as previously reported in the news.
The judgment is not final.
The case is being conducted by: attorney-at-law Krzysztof Brysiewicz, attorney-at-law Wojciech Bokina, attorney-at-law Aleksandra Bobińska with the assistance of attorney-at-law Piotr Bordakiewicz from the law firm in Słupsk.
O autorach
Zadaj pytanie autorowi
Kontakt dla mediów
