The Court holds that a former partner should not pay debt after leaving the company. The Third Panel of the Superior Court of Justice (STJ) granted the special appeal of the former partner of a company, holding that, having left the limited liability company, he is not liable for an obligation contracted in a period subsequent to the registration of the contractual amendment recording the assignment of his quotas.
In the case under analysis, the appellant filed an objection to enforcement after having assets blocked in a rent-collection action brought by the lessor against a cement company, of which he was a partner until June 2004. The amounts charged related to rents pertaining to the period from December 2005 to August 2006.
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In 2013, the enforcement court granted a request for disregard of the legal personality of the enforced party, on grounds of alleged irregular dissolution of the company, so that it would be possible to attach the assets of the partners, among whom the appellant. He then alleged his lack of passive standing, since the debt related to a period subsequent to his departure.
However, the Court of Justice of Rio de Janeiro held that the former partner would be liable for the obligations contracted by the debtor company until June 2006, when two years from his departure were completed.
In the special appeal, the former partner argued that redirecting the enforcement to reach assets of his property would be mistaken, as would the consequent online attachment carried out on his bank accounts, since he could not be held liable for facts to which he did not contribute.
Former partner should not pay debt after leaving the company
For the rapporteur of the appeal at the STJ, Justice Villas Bôas Cueva, the resolution of the matter involves the interpretation of Articles 1,003, 1,032, and 1,057 of the Civil Code of 2002.
“The interpretation of the transcribed legal provisions leads to the conclusion that, in the event of an assignment of company quotas, the liability of the assignor for a period of up to two years after the registration of the contractual modification is restricted to the company obligations contracted in the period in which he still held the status of partner, that is, before his withdrawal from the company,” he said.
According to the rapporteur, the understanding of the lower courts violated civil legislation by also holding the assigning partner liable for the enforced debt.
Thus, the justice accepted the objection to enforcement and excluded the former partner from the passive pole, since “the obligations that are the subject of the enforcement proceedings relate to a moment subsequent to the appellant’s withdrawal from the company, with due registration, for which reason he is an illegitimate party to answer for such debt.” This news refers to the case: REsp 1537521
Source: STJ
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