The Supreme Court explained when changing the subject of the claim does not change the corporate nature of the dispute
Changing the subject of the claim from a demand for the return of a share in the authorized capital of a company to a demand for the recovery of property that was contributed to the authorized capital does not by itself change the corporate nature of the dispute if the grounds for the claim remain unchanged and there is no evidence that such property has lost its status as a contribution to the authorized capital and acquired the status of an independent civil law object outside corporate relations. Under such circumstances, the dispute is subject to consideration under the rules of commercial proceedings.
This conclusion was reached by the Commercial Cassation Court as part of the Supreme Court.
Circumstances of case No. 910/10905/21
The plaintiff applied to the court with claims to recognize as invalid the contracts of alienation of 100% of the share in the authorized capital of LLC "SR113", decisions of the company participant, acts of acceptance-transfer of the share, and corresponding registration actions. She claimed that she was misled during the arrangement of a loan scheme secured by her real estate, which was later contributed to the company's authorized capital and alienated to third parties.
After the Supreme Court annulled previous decisions to satisfy the claim and sent the case for a new trial, the plaintiff changed the subject of the claim and requested to recover from the defendant's illegal possession a residential house and land plots that were previously contributed to the company's authorized capital.
The commercial court closed the proceedings in the case, considering that after changing the subject of the claim, the dispute actually concerns the recovery of real estate between individuals and should be considered under the rules of civil proceedings.
The appellate commercial court overturned this ruling. The court noted that the plaintiff did not change the grounds of the claim but only changed the method of protection. At the same time, the disputed property continued to be regarded as a property contribution to the company's authorized capital, and the case materials contained no evidence that it had lost this status.
Conclusions of the Supreme Court
Upon reviewing the case, the Commercial Cassation Court of the Supreme Court agreed with the conclusions of the appellate court. The Supreme Court emphasized that the decisive factor in determining jurisdiction is the nature of the disputed legal relations, not only the formal composition of the parties or the wording of the claims.
The court noted that the original dispute arose from transactions concerning 100% of the share in the company's authorized capital and was directly related to corporate rights. The plaintiff's change of the method of protection from returning the corporate share to recovering property did not change the factual circumstances on which the claims are based.
The Commercial Cassation Court of the Supreme Court also took into account that at the time of the decision to close the proceedings, there was no evidence that the disputed property ceased to be a contribution to the company's authorized capital and was acquired by the defendant as ordinary real estate outside corporate relations.
Under such circumstances, the local commercial court's conclusion about the loss of the corporate nature of the dispute and the need to consider it under civil proceedings was premature. Establishing the circumstances regarding the further legal status of the disputed property should be carried out during the substantive consideration of the case. The Supreme Court left the cassation appeal without satisfaction and agreed with the appellate court's conclusion on the necessity to continue the case consideration by the commercial court.
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