A Client of the law firm RKKW, who is one of the three partners in a general partnership in the construction sector, was sued by the other partners for his exclusion from the partnership. In this way, the claimants attempted to get rid of an inconvenient shareholder from the partnership. This was because the Client of RKKW questioned the unfavorable actions of the other partners who used the company’s assets to pursue their own interests. The exclusion of the shareholder – RKKW Client – was intended to create an open and quiet space for them to continue their abuse.
In the course of the process, the opponents took a number of steps to demonstrate alleged valid reasons to justify the exclusion of the Client from the partnership. Ultimately, the RKKW team proved that these ‘valid reasons’ did not exist and the court of first instance dismissed the claim in its entirety.
The claimants did not give up and appealed against the judgment in its entirety, accusing the court of first instance of making incorrect factual findings in the case and misinterpreting the ‘important reasons’ justifying the exclusion of the shareholder from the company. However, the court of second instance shared the position of the court of first instance and dismissed the appeal in its entirety, agreeing with the arguments raised by RKKW’s lawyers.
The court of second instance, inter alia, emphasized that in the case, it had not been proven that the defendant had engaged in negative actions towards the company, while the circumstances invoked by the claimants several years ago, which allegedly justified the exclusion, were in fact a pretext for eliminating the defendant from the company due to the conflict between him and the claimants. However, a personal conflict between partners cannot by itself be a reason for exclusion, in particular when the defendant partner is not solely responsible for causing it and the lack of trust.
The judgment is final.
The Client was represented in the litigation by attorney-at-law Maria Czainska – Counsel at RKKW Law Firm, and the project was coordinated by Karol Maciej Szymański – Managing Partner.
