THE SUPREME COURT REFUSED TO APPLY RESTITUTION AGAINST A THIRD PERSON

Two companies have signed an agency agreement. For the principal, the obligation under the contract was fulfilled by his parent company, which then concluded a loan agreement with him for the amount of the obligation. A year later, the principal was declared bankrupt, and the loan agreement was declared invalid. The parent company appealed to the court with a demand to recover the loan amount from the agent (case no. A40-102311/2022).

Before applying to the court, the plaintiff sent a claim to the defendant, where he stated that the payment to the defendant was groundless due to the recognition of the loan agreement as invalid. The courts of three instances agreed with the plaintiff's opinion and satisfied the claim, considering that the money was transferred by the plaintiff as a performance of the loan agreement, which means he had every right to recover this amount from the defendant in restitution.

The Supreme Court of the Russian Federation explained: the agent was not a party to the loan agreement and was not bound by contractual relations with the plaintiff. The lower courts did not properly assess the defendant's arguments that the payment was made as a result of the parent company fulfilling its obligations under the agency agreement, and not the loan agreement. The principal himself did not transfer money to the defendant – the plaintiff did it for him, indicating in the appointment "payment under the contract" and indicating the date when the agency agreement was concluded. Thus, the courts incorrectly determined the nature of the relationship between the parties, since there was a performance of the contract by a third party, provided for in Article 313 of the Civil Code of the Russian Federation.

The Supreme Court also recalled that the person who fulfilled the obligation for the debtor has no right to demand the return of performance, even if the agreement between him and the debtor is declared invalid.

The acts of the lower courts were canceled, and the case was sent for review to the first instance.