Success in a case against members of the board of directors of a limited liability company

The Regional Court in Rzeszow has accepted in full the lawsuit brought by the Law Firm’s Client for payment of more than 400,000.00 PLN. The subject matter of this case was the assertion of claims against the members of the management board of a limited liability company (which is the lessee) in connection with the ineffectiveness of enforcement against the company’s assets of the compensation due for the premature termination of the lease agreement by the Law Firm’s Client for reasons attributable to the lessee, and this due to the abandonment of business activities in the leased premises.

The basis of the claim in question was the provision of Article 299 of the Commercial Companies Code, while in the alternative, Lawyers of the Law Firm presented arguments relating to the grounds for compensation liability under Article 21(3) of the Bankruptcy and Reorganization Law (as it existed before January 1, 2016). In the course of the proceedings, the members of the management board alleged that the grounds set forth in Article 299 of the Commercial Companies Code were not met, contesting, among other things: the existence of grounds for declaring the company bankrupt, the fault of the members of the management board in failing to file a bankruptcy petition, the existence of the law firm’s Client’s claim against the tenant company due to the lack of an enforcement order issued against the company, and the fact that the law firm’s Client suffered damages. The defendants also claimed the statute of limitations on the claim and the allegation of abuse of rights.

The Regional Court in Rzeszow fully agreed with the position and arguments presented by the advocates and attorneys of the Law Firm, that in the actual circumstances of the case there were grounds for departing from the general principle that a creditor of a company suing members of the management board under Article 299 of the Commercial Companies Code should have an enforcement order stating a liability issued against the company. Notwithstanding the above, the Court held that in view of the fact that the Law Firm’s Client proved that the members of the management board had failed to comply with the deadline for filing a bankruptcy petition, the damage suffered by the Client and the amount thereof, it was possible to accept the liability of the respondent members of the management board also on the basis of Article 21(3) of the Bankruptcy and Reorganization Law (in the wording prior to January 1, 2016).