The Supreme Court dismissed the cassation appeal filed by the parent company of one of the biggest group company holdings in Poland (the “opponent”), in the case in which the opponent demanded payment of the amount in excess of 130,000,000 PLN from the Firm’s Client. The Firm had represented the Client throughout the proceeding, starting at the the first instance before the District Court, which dismissed the claim, through the second instance in which the Appellate Court dismissed the opponent’s appeal and ultimately in the Supreme Court, which ruled in favour of the Firm’s Client. The case raised numerous complex issues concerning civil law and company law, such as the requirements for a lawful constitution of a contract, the fictitiousness of the contract or contractual interpretation in respect of the provisions relating to virtual shares (also known as phantom shares). The case also raised important legislative interpretation matters, such us a clarification of art. 378 of the Code of Commercial Companies in terms its implied application to contracts concerning the obligation on joint-stock companies/public limited companies to disburse the monetary benefit to the member of its board of directors, as well as the question of the potential application of art. 17 of the Code of Commercial Companies in cases lacking the resolution indicated in art. 378 of the Code of Commercial Companies.
File number: III CSKP 148/21
