1. The chairman of the supervisory board of MChJ does not inherently have powers to act on behalf of the MChJ, including to issue a power of attorney to any person to dispose of the MChJ’s property.

The Supreme court’s position

The company A’s participants asked the court to invalidate an immovable property purchase and sale contract dd 11 September 2018 between the company A and the company B because it was concluded by an unauthorized person, without the consent of the participants of the company A, and without a decision of the general meeting. Company B did not pay the purchase price of the immovable property.

The contract was signed by the company A’s chief accountant. [The Collegium has cited Art 39 Law on MChJ and Arts 134, 138 CC.] The chief accountant’s powers are granted by an unauthorised person C. Because person C was the chairman of the supervisory board of the company A and he did not have the authority to act on behalf of the company A, including to issue a power of attorney to any person to dispose of the company A’s property.

[The Collegium has cited Art 116 CC.] In this case, taking into account the fact that the property belonging to the company A was disposed of by persons who did not have the authority to dispose of it, the participants of the company A were not notified of the disposal of the property, the participants of the company A did not determine the value of the property, and the payment for the property was not made, the Collegium agrees with the conclusion of the court of appeal [instance] that the contract dd 11 September 2018 is invalid.