Application of the Regulation on Legal Transactions “with Oneself” (Article 108 of the Civil Code) to the Representation of Capital Companies. Commentary on the Resolution of the Supreme Court of 12 January 2022 (III CZP 24/22, LEX no. 3303857)

Abstract

This gloss is an approving commentary on the resolution of 12 January 2022 (III CZP 24/22, LEX no. 3303857), in which the Supreme Court resolved a legal issue important from the point of view of trading practice regarding the possibility and scope of application of Article 108 of the Civil Code to the representation of capital companies. This resolution was an answer to the question formulated by the Court of Appeal, which emerged from the facts of the case decided by this court. The proxy of a limited liability company signed receivables transfer agreement on behalf of this company in a situation where – as a member of the management board of a limited liability company being the other party to this agreement – he granted a power of attorney to sign the agreement on behalf of the other company. The legal issue formulated by the Court of Appeal in the above factual situation came down to the question of whether the receivables transfer agreement concluded in the above-mentioned personal arrangement is valid. The Supreme Court rightly stated that a receivables transfer agreement concluded between two limited liability companies, at the conclusion of which one of them is represented by a proxy appointed by a member of the single-member management board, who is also an independent commercial representative of the other company, applies Article 108 of the Civil Code in conjunction with Article 2 of the Commercial Companies Code.