THE SUPREME COURT WILL DETERMINE THE LIMITS OF CHALLENGING THE TRANSACTIONS OF A COMPANY SOLD BANKRUPT FOR THE WITHDRAWAL OF ASSETS

The bankrupt sold her company to her son at a cost 300 times lower than the real one. He invested the company's real estate in the authorized capital of the LLC owned by him. The court declared the sale transaction invalid, but the real estate remained with the company. Now the financial manager demands to return the property (case no. A43-19704/2021).

The debtor's financial manager stated in the claims that the property should be returned, since its transfer took place on the basis of a transaction declared invalid by the court. The consequence in this case is the return of the property to the original owners or a full refund of its value.

However, the court of first instance refused to satisfy the claims of the manager. In court, this was explained by the fact that the bankrupt (and hence its financial manager) has no legal grounds to challenge the decision of the sold company to join the LLC. Prior to the recognition of the company's sale agreement as invalid, the debtor's son was a full-fledged sole participant with all the corporate rights that follow from this.

By itself, the fact that the company's sale agreement was declared invalid does not mean that he acted unlawfully when he made the contested decision. The courts of appeal and cassation instances agreed with this position.

In his cassation complaint, the financial manager points out the incorrect legal qualification of the relationship, on the basis of which the provisions of the law to be applied for the correct resolution of the dispute are determined. In particular, he noted the wrongly applied rules on the limitation period.

Judge of the Supreme Court of the Russian Federation E.N. Zolotova considered the arguments of the complaint worthy of attention and referred the dispute to the Judicial Board for Economic Disputes. The court will consider the case on September 21, 2023.