Supreme Court of Russia clarified when the claims of a creditor cannot be included in the register of claims

The highest court of Russia considered a case in which the creditor demanded that a claim based on an assignment agreement should be included in the register of creditors’ claims.  The opinions of the courts of three instances were turned out to be different, but the economic board put an end to the issue.

One of the companies included in the group of affiliates decided to buy the debt of a “drowning” partner from the bank by concluding an assignment agreement. Subsequently, the right to claim was sold again to another partner of the group of companies, who declared the right to include the debt in the register of creditors’ claims.

The court of the first instance noted that the original assignee of the loan obligation and the debtor belonged to the same group of companies.

Guided by the rules of reasonableness, the assignee could simply pay off the debt to a third party, instead of transferring it to himself.

The judge concluded that the assignment agreement was concluded with the aim of improving the position of the group of companies in the subsequent bankruptcy of the sinking company.

The court of appeal and the district court disagreed with such a conclusion, stating that at the time the purchases were made, the debtor's position was stable and the cession protected the debtor's main asset - a real estate object.

However, the Supreme Court of the Russian Federation supported the opinion of the court of first instance, pointing out that in a situation of affiliation of companies, as well as the use of joint funds not for the purpose of repaying debts, but for purchasing the right to claim, such an action essentially repays the main debt to the first independent creditor. Therefore, the assignees have no grounds to collect debt on the loan and include claims in the register of creditors’ claims (decision dated April 21, 2022 No. 305-ES21-15871 (2) in case № A40-185966 / 2019).