Review of Judicial Practice of the Supreme Court of the Russian Federation No. 3 for 2025, approved by the Presidium of the Supreme Court of the Russian Federation on October 8, 2025, has been published.
The review summarizes legal positions on the resolution of disputes related to the protection of property rights and other rights in rem, the protection of the rights of consumers of financial services, the protection of intangible rights, housing rights, and the labor and social rights of citizens.
It presents the practice of applying legislation on legal entities, land legislation, and legislation on taxes and fees.
In particular, the review includes a number of conclusions of the Judicial Panel on Economic Disputes of the Supreme Court of the Russian Federation on the application of legislation on legal entities and the resolution of disputes arising from contractual relations in the course of the judicial practice of the Supreme Court of the Russian Federation.
If the plaintiff claiming payment of the actual value of the share presents evidence of possible artificial overstatement of the company’s debts, the burden of proving the circumstances confirming the actual amount of the debt shall be borne by the company.
A former participant in an LLC challenged in court the amount of the actual value of his share paid to him. During the proceedings, the plaintiff repeatedly pointed out that, for the purpose of reducing the actual value of the share, the LLC’s financial statements included accounts payable that arose on the basis of a supply contract and were repeatedly assigned. The ultimate purchaser of the debt was an organization affiliated with the controlling participant of the LLC, which had no employees and did not engage in economic activity. The LLC did not write off this unclaimed accounts payable in its accounting records, which affected the value of the share.
Position of the Supreme Court of the Russian Federation: when the plaintiff presents evidence indicating a possible artificial overstatement of debt in order to reduce the actual value of the share, the burden of proving the circumstances confirming the existence of debt to the counterparty should be placed on the defendant.
The condition regarding the price of the sale and purchase agreement becomes essential and cannot be supplemented by the court in accordance with the rules of paragraph 3 of Article 424 of the Civil Code of the Russian Federation if it was the subject of negotiations between the parties.
Pursuant to clause 3 of Article 424 of the Civil Code of the Russian Federation, in cases where the price is not specified in a paid contract and cannot be determined based on the terms of the contract, the performance of the contract must be paid at a price that is usually charged for similar goods, works, or services under comparable circumstances.
Position of the Supreme Court of the Russian Federation: a contract is not considered concluded if, prior to the conclusion of the transaction, one of the parties proposed a price condition that was not agreed upon by the other party, until the parties agree on the said condition, or the party that proposed the price condition or declared its agreement refuses its proposal, or such refusal follows from the behavior of the said party. The court shall not have the right to determine the price of the contract in accordance with the rules of paragraph 3 of Article 424 of the Civil Code of the Russian Federation if the price was the subject of discussion between the parties at the stage of concluding the contract, but this condition was ultimately not agreed upon by the parties. The court also has no right to apply the rules of paragraph 3 of Article 424 of the Civil Code of the Russian Federation if an agreement on the price was reached between the parties, but the written form of the transaction was not observed (paragraph 1 of Article 160 of the Civil Code of the Russian Federation) or the copy of the contract as a document expressing the content of the parties’ intentions has been lost, since, as a general rule, the law allows the terms of the transaction to be confirmed by written and other evidence (paragraph 1 of Article 162 of the Civil Code of the Russian Federation).
The invalidity of a decision of the general meeting of participants in a company, made without notarization, cannot be determined by a court if it was implemented and there are no reasonable doubts as to the fact that such a decision was made by all participants in the company and its content.
A member of the company filed a claim with the arbitration court against the company to recover the debt on the payment of part of the distributed profits (dividends).
The courts of first and appellate instances satisfied the claim on the grounds that the limited liability company had not complied with the decisions of the general meeting of members on the distribution of profits. The district court overturned the judgments of the courts of first and appellate instances and dismissed the claim, concluding that the decisions of the general meeting of the company’s members to establish an alternative procedure for certifying the decisions of the general meeting of the company’s members and to distribute profits were null and void due to the absence of their notarization, in accordance with paragraph 3 of Article 671 of the Civil Code of the Russian Federation.
The Judicial Panel on Economic Disputes of the Supreme Court of the Russian Federation overturned the district court’s ruling, upholding the judicial acts of the courts of first and appellate instances.
The case materials show that, despite the absence of a notarized certification of the meeting’s decision to establish an alternative procedure for certifying decisions, such decisions of the general meeting were systematically implemented, which could not but create corresponding legitimate expectations among the company’s participants.
Position of the Supreme Court of the Russian Federation: the invalidity of a decision of the general meeting of participants in a company, made in the absence of notarization, cannot be established by a court if the case materials confirm the actual fact that such a decision was made by all participants in the business entity and there are no reasonable doubts regarding this fact.
A claim that a transaction is invalid has no legal significance if the person claiming the invalidity of the transaction is acting in bad faith, in particular if their behavior after the conclusion of the transaction gave other persons reason to rely on its validity (clause 5 of Article 166 of the Civil Code of the Russian Federation).
The set-off cannot be carried out if, at the request of the person who claimed the set-off, the statute of limitations has expired.
The subcontractor filed a claim with the arbitration court against the contractor for the return of the guarantee retention under the subcontract agreement.
The decision of the arbitration court of first instance, left unchanged by the decisions of the courts of appeal and cassation, denied the claims. The courts concluded that, on the basis of Article 410 of the Civil Code of the Russian Federation, the contractor had offset the claim for the return of the guarantee retention under the contract against the subcontractor’s claims for damages and the return of the amount owed for the supply of materials. At the same time, the subcontractor did not raise any objections to the contractor’s notification of the termination of obligations by set-off. The Judicial Panel on Economic Disputes of the Supreme Court of the Russian Federation overturned the court rulings in the case and sent the case for retrial.
According to the Supreme Court of the Russian Federation, when considering the dispute, the courts did not properly examine the issue related to the legality and validity of the active claim sent for set-off in order to establish the existence (absence) of grounds for terminating the contractor’s obligation by set-off, with the disclosure of the substantive legal nature of the set-off, both in terms of the amount of the claimed damage and the amount of the debt for the supply of materials. The subcontractor’s arguments that the notice of set-off did not disclose the legal nature of the active claim were not properly assessed in the court documents in the case; the damage claimed by the contractor was not substantiated and not documented; three contractors worked on the site, and the protocols did not specify either the amount of damage caused or the specific person who caused the damage.
The subcontractor pointed out that the claim for compensation for damage was filed after the statute of limitations had expired.
Position of the Supreme Court of the Russian Federation: set-off does not entail the legal consequences for which it was intended, in particular if the limitation period has expired on the basis of an active claim. Upon expiry of the limitation period for an active claim, the debtor who has received a statement of set-off is not obliged to inform the creditor of the expiry of the limitation period in response to it (clause 3 of Article 199 of the Civil Code of the Russian Federation). According to the meaning of the above provisions, the expiration of the statute of limitations provides the debtor with protection against the enforcement of the creditor’s claim against him.
The debtor has the right to indicate in the payment document which of the principal homogeneous obligations is being fulfilled. At the same time, the order of repayment of additional claims related to the selected principal monetary debt and its derivatives is determined in accordance with the rules of Article 319 of the Civil Code of the Russian Federation.
A contract for the supply of goods was concluded, according to which, in the event of non-payment for the goods within the period specified in the contract, the amount owed would be considered a commercial loan.
In accordance with the terms of the contract, the supplier delivered the goods, but the buyer transferred the funds for the specified goods to the supplier in violation of the payment deadline. In the payment order, the buyer indicated “repayment of the principal debt.”
The supplier applied to the arbitration court with a claim for the recovery of debt, interest on commercial credit, and interest on the use of third-party funds under Article 395 of the Civil Code of the Russian Federation.
The court of first instance partially satisfied the supplier’s claims. The court determined the order of repayment of the claims and the amount to be recovered based on the provisions of Article 319 of the Civil Code of the Russian Federation. By a ruling of the court of appeal, which was left unchanged by the court of cassation, the court’s decision to satisfy the claim for debt collection was overturned, and the claim for interest on commercial credit and interest accrued in accordance with Article 395 of the Civil Code of the Russian Federation was amended.
In overturning the rulings of the appellate and cassation courts and upholding the decision of the court of first instance, the Judicial Panel on Economic Disputes of the Supreme Court of the Russian Federation drew attention to the following.
Article 319 of the Civil Code of the Russian Federation, in the absence of any other agreement, determines the order of repayment of the principal monetary debt and additional claims derived from it (with the exception of measures of liability) in a situation where the amount of the payment made is insufficient to fulfill the monetary obligation in full. According to the meaning of this provision, the creditor’s costs of obtaining performance (payments that the creditor is obliged to make in connection with the enforcement of its claim against the debtor) are to be repaid first, followed by interest on the use of the loan, credit, advance payment, prepayment, etc., and thirdly, the principal amount of the debt. Interest, which is a measure of civil liability, is not included in the interest specified in Article 319 of the Civil Code of the Russian Federation and is repaid after the principal amount of the debt.
According to the provisions of Article 319.1 of the Civil Code of the Russian Federation, the repayable obligation is determined in a situation where there are several principal debts to the creditor. In this case, the amount of the payment made on a specific obligation is already credited in accordance with the provisions of Article 319 of the Civil Code of the Russian Federation.
The case materials do not indicate that the parties have concluded an agreement on the order of repayment of similar claims in the event of insufficient funds to fulfill the monetary obligation in full, or an agreement on limiting the application of Article 319 of the Civil Code of the Russian Federation.
The application of the provisions of Article 319.1 of the Civil Code of the Russian Federation by the courts of appeal and cassation led to the adoption of incorrect judicial acts refusing to satisfy the claim for debt collection, since, despite the establishment of grounds for charging interest on the use of a commercial loan, in the event of insufficient payment, the courts did not apply the provisions of Article 319 of the Civil Code of the Russian Federation on the order of priority for the repayment of claims under a monetary obligation.
Position of the Supreme Court of the Russian Federation: the order of repayment of a monetary obligation does not depend on the purpose of payment specified in the payment document.
Link: https://vsrf.ru/documents/practice/34715/
Author
Dmitriy Kovalev
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