When concluding any agreement, the parties often trust each other very much and, as a result, do not prescribe sanctions in the agreements, do not draw up the necessary additional documents. Such trust is dangerous in that you can not only lose the penalties that you can claim in case of violation of obligations by the other party, but also lose all your money in general. In this case, we managed to help restore justice, but, unfortunately, this is not always possible.
Description of the situation
The Client applied to ProYuristBy law firm with a request to return the money that he lent to the firm as a member and director. The nuance was that the amount of the loan agreement made it possible to attribute the concluded agreement to a major transaction, but the decision of the general meeting of participants to approve the major transaction was not drawn up.
What have we done?
We analyzed the documents that the Customer provided us, and also requested the missing ones. After that, we analyzed the legislation of the Republic of Belarus, and in particular the Law of the Republic of Belarus “On Business Companies”, and came to the conclusion that due to the fact that the Company regularly entered into similar transactions in the course of its activities and with other founders, a particular loan agreement was a transaction committed by the Company in the course of its ordinary business activities, in connection with which the decision of the general meeting of the Company's participants on its conclusion was not required.
What happened in court?
The representative of the Company argued that the loan agreement is an invalid transaction and the loan amount is non-refundable. The founders of the Company acted as witnesses and claimed that they did not give their consent to the conclusion of this loan agreement, therefore, the transaction is invalid and the Company will not return anything. Our Client provided the court with information on all loan agreements that were concluded by the Company over the past year without drawing up an appropriate decision of the general meeting of participants, which means that the transaction is made by the Company in the course of normal business activities and the decision of the general meeting of participants of the Company on its conclusion was not required.
Result
The court listened to the positions of the parties and ruled in favor of our Client. The company appealed the decision to a higher court, but with our help, the Client managed to win in the next process. As a result, the Company was forced to return the loan amount to our Client in full.
