The Court sought a penalty for violation of corporate agreement on the procedure for voting at the general meeting

The practice of dispute resolution from corporate contracts is just beginning to take shape, and each such case is of interest to practitioners, accompanying corporate transactions, as well as for participants in such transactions.

Novosibirsk region and the seventh arbitration court of appeal the Arbitration Court considered the case number A45-12277 / 2015. The dispute arose in connection with the violation of one of the parties (two individuals – participants of the society) corporate contract (the contract agreement on the implementation of the rights of participants of a limited liability company).

Defendants violated the terms of a corporate contract, which was provided for the obligation to vote at the general meeting “for” on the issue of reorganization of the Company, and voted against the reorganization, that under the terms of the agreement entails an obligation to pay plaintiff a fine of 5 000 000 rubles.

The trial court granted the claim in part, found a violation, but came to the conclusion that there are grounds for reducing the penalty (applied article 333 of the Civil Code), and reduced the amount of the penalty is 50 times to 100 000 (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 requirements fully recover from the defendant by 2 500 000 rubles, indicating that the defendant has not proved excessive penalty, given that the parties proceeded from the validity of this size with a corporate contract conclusion.

Deserves special attention the following facts of the case.

According to court acts of the plaintiff and the defendants are parties to the Company, the corporate contract signed before the applicant became a member LLC. At the same time the defendants owned 100% shares of.

In corporate terms of the contract the defendants have committed to vote in favor of the reorganization in the company OOO-2 (LLC) for the subsequent accession to the ZAO-1 (closed-type JSC) (in which the applicant does not own the shares and the right to participate in management).

Thus, the court admitted the possibility of the adoption of the corporate contract obligations not only of social control the order in which all parties to the agreement have a share, but commitments to take action in another organization, a subsidiary.

The good news is that the court did not agree with the position of the party in breach of the conditions of the corporate contract, despite the objections that have a formal character.

The courts have indicated that the presence of several defendants to collect the penalty must be from each of the defendants in equal proportion, but not jointly.