Post by account_disabled on Mar 12, 2024 23:26:48 GMT -6
Based on the appearance theory, the 11th Private Law Chamber of the São Paulo Court of Justice sentenced a company to pay a debt with Banco do Brasil signed by a former partner. The records show that the contract was signed in November 2013. The former partner left the company in February 2013, but the contract change was registered with the Commercial Board only in January 2014.
Reproduction Without registering a contractual change, new partners must pay old debt
Given this, the TJ-SP understood that the B2B Lead new partners are responsible for the debt. Unanimously, the judging panel upheld the bank's appeal and reformed the first degree sentence. The judges accepted the financial institution's argument that the withdrawal of the partner from the company, which occurred before the signing of the loan contract, is not valid before third parties, as it was not duly registered with the Commercial Board.
Therefore, without due publicity, the bank was unable to verify the existence of the act. For the rapporteur, judge Marino Neto, the theory of appearance applies to the case, “so that there is no need to talk about illegitimacy or lack of responsibility of the legal entity for the debt”. “The application fits like a glove in the case under consideration”, he stated.
The judge also stated that the new partners were negligent, because they did not take care to formalize the act of contractual change in due time, “it being certain, moreover, that when they took over the company the debt already existed”. The new partners, therefore, will have to pay the debt of R$205 thousand with Banco do Brasil.