The practice of considering disputes arising from corporate agreements is just beginning to take shape, and each such case is of interest both to practicing lawyers accompanying corporate transactions and to participants in such transactions.

The Arbitration Court of the Novosibirsk Region and the Seventh Arbitration Court of Appeal considered case No. A45-12277/2015. The dispute arose in connection with a violation by one of the parties (two individuals – members of the company) of a corporate agreement (an agreement on the exercise of the rights of participants in a limited liability company).

The defendants violated the terms of the corporate agreement, which provided for the obligation to vote “for” at the general meeting on the issue of reorganization of the company, and voted against the reorganization, which, under the terms of the same agreement, entails the obligation to pay the plaintiff a fine in the amount of 5,000,000 rubles.

The court of first instance partially satisfied the demands, established the fact of a violation, but came to the conclusion that there was a basis for reducing the penalty (applied Article 333 of the Civil Code of the Russian Federation) and reduced the amount of the penalty 50 times to 100,000 rubles (50,000 rubles from each of the defendants).

The Seventh Arbitration Court of Appeal changed the decision of the first instance court and satisfied the demands in full, collecting 2,500,000 rubles from the defendants, indicating that the defendants had not proven the excessiveness of the penalty, given that when concluding a corporate agreement, the parties proceeded from the validity of this amount.

The following circumstances of the case deserve special attention.

According to judicial acts, the plaintiff and defendants are members of the LLC, the corporate agreement was concluded before the plaintiff became a member of the LLC. At the same time, the defendants own 100% of the shares of ZAO-1.

Under the terms of the corporate agreement, the defendants accepted the obligation to vote for the reorganization of the LLC into ZAO-2 for subsequent merger with ZAO-1 (in which the plaintiff does not own shares or participating rights�