Legal Blitz: How to Strike Fast and Win

Corporate disputes are a topic in which we usually have a multi-layered narrative, numerous proceedings and a fight on a dozen or even dozens of fronts. The fight in such disputes lasts for months and usually ends with a settlement more favourable to whoever was able to exert more pressure on their opponent. Sometimes, however, there are disputes in which the case is settled by a single decision or judgment that cuts off the opponent’s oxygen and renders him or her unable to continue fighting

The client came to us with the following problem. He was a partner and vice-chairman of the board of directors of a company that traded in printing materials. The other partner (distribution of voting rights at the meeting of course 50% each) was in turn also the chairman of the board of directors. The power to represent the company was vested in each board member alone. The partners quarreled over the management of the company and each of them started to basically pursue their own business goals. A client of ours, using his business contacts, ordered a batch of goods worth almost one million PLN. The goods were to reach the port of Gdansk and then travel overland to the border crossing in Jagodzin, to finally reach a customer in Ukraine. Our customer, not sensing that this transaction could be disrupted by anyone, made the necessary arrangements and left the country. The goods had meanwhile set off from Gdansk to Jagodzin. However, the other partner forbade the customs agent to take the goods across the border. The agent, who obviously had no knowledge of the CCC and did not know how to handle the situation, informed us that he was putting the goods into storage and would not move them until he received a letter of instructions signed by both board members.

Time was running out, further letters were not helping and storage costs were rising, so it became necessary to break out of the clinch in another way. When poring over the company’s articles of association once again, we noticed that they did not specify the length of the board’s term of office. Thus, the mandate of each member of the management board expired when the report for the full first year of the company’s turnover was approved. Interestingly, for the first year of the company’s existence, our adversary independently held the position of a member of the board of directors. Our client, on the other hand, had only been appointed to this body one year before the dispute broke out. In these circumstances, we took the view that the other shareholder had not been a member of the board for at least a year and that the board itself now had only one member – our client. We issued an application to the KRS in this regard and the court, sharing our views, struck out our opponent, thus transferring all authority in the company to our client.

After receiving a copy from the KRS, the customs agent no longer had any doubts and guided the goods through the customs procedure. The company’s contractors were upset about the delays, but the goods were sold and the proceeds went to the company, somewhat against the other partner.