The deadline to dispute a contract before the Judiciary is ten years — counted from the date on which the breach occurred — and not three, as some judges had ruled. The understanding is that of the 2nd Panel of the Superior Court of Justice (STJ), which standardizes the discussions of the private law panels (3rd and 4th).
As the website of the newspaper Valor Econômico stresses, this is a matter that has an impact on practically all contractual disputes that are before the courts. If the complaining party files the action three years after the disagreement, attorneys state, the defendant will try to throw out the case with the argument of the statute of limitations (prazo prescricional).
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That is what happened in the case analyzed by the 2nd Panel of the STJ (motion for divergence No. 1.280.825). It involves the Investment Club of Vale Employees (Investvale).
Retirees and pensioners of the mining company, who bought and sold shares through the club, filed an action alleging that the administrator had omitted information necessary for the operation and, for this reason, they sold shares at a value lower than the market value. They sought, in court, the amount corresponding to the price difference.
Since they alleged a violation of the provisions of the club’s bylaws, it was understood that the dispute concerned contractual default. Investvale then argued in court that, even if it were legitimate, the retirees’ claim could not be carried forward because it was already time-barred — on account of the three-year deadline having already expired.
Deadline to dispute a contract
There is divergence regarding the deadline because the Civil Code of 2002 is not explicit as to which should be adopted. Article 205 establishes that the limitation occurs in ten years when there is no law setting a shorter period. Article 206, paragraph 3, item 5, in turn, provides that three years should be considered for the claim of civil reparation.
Until then, there were arguments for both deadlines. For the longer one, of ten years, judges adopted, in decisions, the understanding that the provision of Article 206 would not reach contractual matters, only extracontractual ones. For example, a claim for damages on account of a traffic accident. That is, situations that had not been previously defined.
In the decisions where the three-year deadline was applied, the explanation was that there would be no difference between contractual civil liability and extracontractual civil liability. In addition, the 2002 code had reduced practically all the limitation periods provided for by the old law, of 1916, and it would be more coherent to interpret that this also occurred for contractual matters.
Some rulings even compared the deadlines established for other situations. The consumer, for example, who is a vulnerable party, has five years to make a claim in court. How, then, could two companies that are aware of what they are signing have twice as much time? Companies, by this logic, would be in a position to file an action in much less time.
Final point
In an attempt to put an end to the controversy, the reporting justice of the case ruled by the 2nd Panel of the STJ, Justice Nancy Andrighi, analyzed the use of the term civil reparation in the other provisions of the 2002 code. She concluded — and bases her vote on this explanation — that every time it appears it is associated exclusively with the rules concerning extracontractual matters.
The justice also draws attention to the fact that it would make no sense for there to be one deadline for the creditor, in a case of contractual default, to be able to demand what had been agreed, and another to claim, for example, possible losses and damages. “In observance of logic and coherence, therefore, the same ten-year deadline must be applied to all of the creditor’s claims,” she states in her vote.
The majority of the justices followed the reporting justice’s understanding — who was, in fact, the only one, among those who serve in the 3rd Panel and make up the 2nd Panel, to express a position favorable to the ten years. The tally of the ruling came to five votes for the longer deadline against three votes for the application of the three years.
Sources: Valor (Joice Bacelo) and STJ
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