| Abstract [eng] |
The disputed transactions of a legal entity create, change or cancel the civil rights and obligations of a legal entity until the interested parties decide to challenge it. The transaction is the main basis for the emergence of civil rights and obligations for the company, through which a legal entity participates in civil turnover and ensures business continuity. The peculiarity of the disputed transaction is that it is valid and produces legal consequences until the person concerned decides to contest the conluded transactions and to eliminate the legal consequences og concluding such a transaction. In addition, interested parties may also approve such a transaction. The legal bases established by the Civil Code of the Republic of Lithuania ar not all intended to challenge the transactions concluded by a legal entity. Therefore, it is important to analyze the specifics of the legal bases established by the Civil Code of the Republic of Lithuania when disputing the transactions concluded by the company. For example, transactions entered into as a result of economic pressure or fraud can be challenged only by the parties to the transaction and claims for damages, but a transaction contrary to the legality of the legal entity can be challenged not only by the parties but also by the founder and participant of the legal entity and insolvency proceedings - administrator. It should be noted that both the legal bases established by the Civil Code of the Republic of Lithuania and the case law restrict the contestation of transactions concluded by the company by imposing additional conditions, which proving the transaction may be declared invalid. The institute of invalidity of transactions particularly clearly reflects the attitude of the Civil Code of the Republic of Lithuania to protect conscientious persons. By declaring a transaction invalid, which is contrary to the legitimacy of the legal person, the over-authorized representative to challenge the transaction and the fraudulent transaction must prove that the counterparty was unfair because there is a presumption of good faith in civil law. It is only through the creditor's special remedy, the actio Pauliana, that an exception to the principle of good faith is established and that there is a presumption of unfairness. |
