The Second Section of the Superior Court of Justice (STJ) declared that jurisdiction to rule on the existence or non-existence of corporate succession regarding labor debt in proceedings for the sale of a productive unit lies with the court overseeing the judicial reorganization.
The majority understanding was issued in the judgment of two jurisdictional conflicts and followed the vote of Justice Luis Felipe Salomão.
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The case involved the Sifco Group – under judicial reorganization –, the purchasers of productive units, and a dismissed employee. In the group’s reorganization plan, it was established that some isolated productive units would be sold, without the assumption of any debts or obligations, including those of a labor nature. The purchasers would retain 80% of the employees, and the remainder would be kept by the group itself.
However, the labor court ordered the buyers to reinstate an employee, on the understanding that he had been dismissed in an “arbitrary and unlawful” manner, for “suffering from an occupational illness and from a reduction in his working capacity.” The decision gave rise to the jurisdictional conflict between the labor court and the reorganization court.
The rapporteur, Justice Moura Ribeiro, who was outvoted, voted not to hear the conflict, on the grounds that no act had been carried out with the aim of impeding the group’s judicial reorganization, since its assets were not affected by the labor court’s decision. In his view, this is not a matter of corporate succession; the case would be limited to the failure to observe labor rules and to the reinstatement of an employee with job tenure.
Judicial reorganization court
Nevertheless, according to the majority opinion of the Section, the conflict does not concern jurisdiction to decide on the performance of enforcement acts against the assets of the Sifco Group, much less on the non-observance of labor legislation. For the panel, the conflict revolves around the “jurisdiction to rule on the existence or non-existence of corporate succession regarding labor burdens and obligations in proceedings for the sale of a productive unit,” as Justice Luis Felipe Salomão stated in the prevailing vote.
According to the Justice, interference by the labor court in the rules of the sale may “compromise the judicial reorganization process, given that the legal uncertainty arising from the subversion of these rules has the power to discredit and render unfeasible the adoption of such recovery measures,” further contradicting the case law of the STJ and of the Federal Supreme Court (STF).
Salomão further highlighted the fact that the STF had already noted, in the judgment of a direct action of unconstitutionality (ADI 3.934-2), that, in cases of the sale of assets in judicial reorganization proceedings, there is no corporate succession with respect to labor debts.
Source: STJ
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