At the end of 2019 – beginning of 2020, as part of a corporate conflict, one of its parties several times appointed its manager to a company operating in the catering sector. As a result, 4 entries were made in the Unified State Register of Legal Entities (USRLE) regarding the change of general director. Subsequently, the court recognized these appointments and entries as invalid, and legitimate corporate control was restored in the company.
The illegally appointed director, shortly before the restoration of corporate control, concluded a notarized mediation agreement on behalf of the company, which by law has the force of an execution writ. Under the terms of the mediation agreement, the company undertook to pay the counterparty 3,600,000 rubles in payment for work under a contract for the creation of a website and a mobile application.
Defending the interests of the company, we filed a lawsuit with the Arbitration Court of St. Petersburg and the Leningrad Region to invalidate the mediation agreement. During the consideration of the dispute on the merits, the court agreed with our arguments that the mediation agreement does not have legal force, is aimed at the illegal withdrawal of its assets and granted the claim, recognizing the agreement as invalid (void). Based on the results of the consideration of the defendant’s appeal, the decision of the court of first instance was left unchanged and came into force.
The defendant did not challenge these judicial acts in cassation, but filed a new claim with the Arbitration Court of St. Petersburg and the Leningrad Region to recover the debt from the contract for the creation of a website and a mobile application itself.
We have filed a counterclaim to invalidate this contract in view of its signing by an illegal general director, and also noted signs of fictitiousness allegedly rendered under the service agreement. The court fully supported our arguments, refusing to satisfy the original claim and satisfying the counterclaim to invalidate the contract. This decision was upheld by the courts of appellate and cassation instances.
