Recognition of the invalidity of the agreement on the sale of a stake in the authorized capital of the company

Decision of the Arbitration Court of the Far Eastern District dated 26.07.2024 No. F03-1648/2024 in case No. A04-1711/2023 

Circumstances: The sale agreement was concluded by a member of the company without the consent of his spouse to alienate the stake in the authorized capital of the company. 

Decision: The claim is denied, as at the conclusion of the agreement, the member presented a statement of absence of the spouse, certified by a notary, therefore, the buyer of the stake is considered a bona fide purchaser. In addition, the spouse of the member missed the statute of limitations period established for challenging the transaction. Furthermore, the argument about the absence of statute of limitations with references to restrictive measures on citizens' movements in all provinces of China, border closures due to a complex epidemiological situation, as well as the plaintiff's detention were considered and rightfully rejected, as on 12.05.2021 (the date of correspondence with Zhao Xin) the plaintiff knew, and in any case, since 10.09.2019 (the date of changes in the Unified State Register of Legal Entities), he should have known about the transaction.

Case summary 

The plaintiff applied to the court with a claim for the invalidation of the agreement on the sale of a stake in the authorized capital of the company, concluded without his (as a spouse) consent to the transaction.

Position of the courts of first instance, appellate and cassation instances The courts of all instances denied the claims for the following reasons: 

1. The good faith of the stake buyer was established (there was no proper evidence of the buyer's knowledge of the spouse's disagreement with the alienation of the stake, and the seller presented a statement certified by a notary to the buyer)
2. The plaintiff missed the one-year statute of limitations period.

Comment from senior lawyer of Pepeliaev Group Ksenia Stepanushkina: 

The key issue in this case is the question of statute of limitations. It should be noted that for the purposes of legal certainty, statute of limitations protects both honest individuals and wrongdoers equally. Therefore, the fact that the co-owner (defendant) did not obtain the necessary consent from her spouse for the transaction while married does not exclude the possibility of denying the claim on the grounds of statute of limitations expiration. 

Courts emphasize that the plaintiff - the spouse - should have known about the transaction from the date the changes were made in the company's information in the Unified State Register. Unfortunately, such practice was not always followed. Recently, courts, when considering disputes regarding the invalidation of transactions at the spouse's suit, accepted arguments of the spouse's lack of awareness about the transaction even several years after its occurrence. This significantly undermined the stability of turnover. In August 2023, the Judicial Chamber for Economic Disputes of the Supreme Court of the Russian Federation, in its ruling, highlighted certain aspects regarding the calculation of the statute of limitations period for claims by the "aggrieved" spouse, and pointed out the following:

1. When calculating the statute of limitations period, it is important to consider not only the actual moment of the spouse's awareness of the disposal of common property without his consent, but also the timeliness and reasonableness of the measures taken by him to obtain the necessary information (in other words, taking into account the availability of information in the Unified State Register and the transparency principle of the registry, it is not permissible to claim discovery of such information after several years beyond the statute of limitations period);

2. The regime of joint ownership regarding property acquired during marriage implies the presence of personal-trust relations between spouses regarding its management by one of the spouses, but at the same time does not exclude the other spouse's reasonable interest in the state of jointly acquired property, turning primarily to the participant of their joint ownership - the spouse in whose name the corresponding objects are registered, and if necessary - to public (open) sources of information containing information about the participation of individuals in companies and the condition of such objects;

3. The proof of circumstances affecting the start of the statute of limitations period in disputes under Article 35 of the Family Code of the Russian Federation may be established using a wide range of evidence: written and material evidence, explanations of persons involved in the case, expert opinions, audio and video recordings, other documents and materials, as well as testimony of witnesses;

4. The mere factual termination of marital relations before the official divorce does not affect the possibility of obtaining information about the company, as the rupture of personal-trust relations between spouses does not create difficulties in obtaining necessary information from public (open) sources, only requiring an interest in obtaining this information.