When will the affiliation of creditor not become a reason for canceling the transaction?

The Supreme Court of the Russian Federation considered the case on the complaint of one of the debtor's creditors, who was not satisfied with the decisions issued by the lower instances.  The issue concerned the inclusion of debt secured by three pledge agreements in the register.  The debtor's bankruptcy trustee, in turn, insisted on the invalidity of the agreements.

The courts of all three instances supported the position of the bankruptcy trustee and rejected the claim for inclusion in the register. Such a position was justified by the fact that the disputed transactions did not carry economic benefits for the debtor, and the parties to the contract were subordinate to one beneficiary. The latter circumstance was regarded as the creditor's awareness of the deplorable financial condition of the mortgagor.

Consequently, the purpose of the agreements was to create controllable debt, which would later be possible to use as the parties’ advantages in bankruptcy.

However, during the consideration of the case in courts of several instances, the creditor continued to insist that being controlled by one beneficiary only explained the reasons for concluding a transaction, but did not cancel it. At the same time, at the time of signing the agreements, the debtor was still in a state of solvency.

Considering the case, the Supreme Court of the Russian Federation came to the conclusion that neither the billionth amount of claims under the secured transactions, nor a multiple of the value of the debtor's assets correlated with the millionth loan debt at the time of the contested transactions due to their disproportion. It followed from this that the conclusion of the courts about the insolvency of the debtor, both at the time of the transactions, and because of their completion, was premature.

As a result, all three court decisions were cancelled, and the case was sent for reconsideration to the court of first instance (decision No. 305-ES20-15145 (5) dated February 24, 2022).