Commercial Cassation Court of the Supreme Court: Repeated alienation of a share to a related person after a fraudulent contract is also fraudulent

If the court has already established the fraudulent nature of a similar transaction between the same participants regarding the same property, then the repeated alienation of this property by the debtor under similar circumstances can also be qualified as fraudulent. The absence of a seizure on the property at the time of concluding the new contract does not exclude its fraudulent nature if the transaction is aimed at preventing enforcement against the debtor's property.

An appropriate way to protect the creditor's interests is both a claim to invalidate the fraudulent contract concluded between the debtor and the first acquirer of the property, and a demand to recover this property from the subsequent acquirer in favor of the debtor for further enforcement.

This conclusion was made by the panel of judges of the Commercial Cassation Court of the Supreme Court.

LLC FC filed a lawsuit to invalidate the purchase and sale agreement of a share in the authorized capital of an LLC concluded between participant_1 and participant_3, as well as to recover this share from participant_4 in favor of the debtor participant_1.

The claim was motivated by the fact that participant_1 had unfulfilled obligations under a court decision on debt recovery, and the alienation of the share took place in favor of a related person to prevent enforcement against the property belonging to the debtor.

The commercial court partially satisfied the claim. The appellate commercial court overturned this decision regarding the invalidation of the contract, considering the chosen method of protection inappropriate.

The Commercial Cassation Court of the Supreme Court noted that a similar contract between the same participants regarding the same share had already been the subject of consideration in another case, in which the Supreme Court recognized the transaction as fraudulent. The court then established that the alienation of the share occurred in the presence of unfulfilled obligations of the debtor and during prolonged enforcement proceedings.

Reviewing the case, the Commercial Cassation Court of the Supreme Court stated that although at the time of concluding the new contract the seizure on the debtor's property was temporarily lifted by a private executor, this does not affect the assessment of the transaction as fraudulent. For qualifying the transaction as fraudulent, the decisive factor is the debtor's actions aimed at dishonestly reducing their property and preventing satisfaction of the creditor's claims.

Regarding the method of protection, the Commercial Cassation Court of the Supreme Court noted that the creditor, as an interested party, has the right to independently challenge a fraudulent transaction even if they were not a party to it. The purpose of such a claim is to return the property to the debtor for further enforcement.

The court emphasized that the claim to invalidate a fraudulent contract is a proper and effective way to protect the creditor's rights.

The Commercial Cassation Court of the Supreme Court concluded that there are grounds to invalidate the purchase and sale agreement of the share as fraudulent and to recover the share in the authorized capital of LLC "Budivelnyk" from the last acquirer in favor of the debtor.

The Commercial Cassation Court of the Supreme Court ruling dated May 7, 2026, in case No. 922/2427/25 can be found at this link. 

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