New tools for the recovery of arrears
Starting this year, the tax authorities are not limited by local jurisdiction when recovering tax arrears. At the same time, from 1 July 2025, the customs administration can use a new power in the event of an u…
Legal News [October 2024]: Supreme Court examined conclusion of oral agreement
This month, the Supreme Court brought three important case-law developments that you should not miss. For example, the Court examined the matter of the conclusion of an oral agreement, confirming that it cannot be concluded on the basis of a general statement that “some agreement has been made”. Another case-law then states that an email message is deemed to have been delivered as soon as it arrives in the email account, even if the addressee has not yet opened the email message; it is a judgment particularly important for members of statutory bodies of companies. The last selected case-law then confirmed that, in the event of the lesion in the price of a plot of land, a gross disproportion in performance is sufficient, and it is not necessary to examine whether the party was aware of the injustice.
- The Supreme Court addressed the matter of examining the conclusion of an oral agreement in its most recent judgment, Ref. No. 27 Cdo 1717/2023. Referring to its previous decision-making practice, the Supreme Court stated that neither identical statements of the parties nor a general (albeit proven) statement that “some” agreement was made or that one of the parties “demanded” something is sufficient to conclude that an oral agreement was concluded, without establishing which persons and with what content arranged the oral agreement. The conclusion on the establishment of a juridical act (conduct) is a legal conclusion, not a factual one. Without these prerequisites, it is impossible to draw a legal conclusion that an oral agreement has been concluded, which is no different from a written agreement in terms of the requirements for the particulars and certainty of the juridical act. In this case, the courts of first instance erred in failing to make findings of fact as to by whom, on what basis, when, and with what content (the method of determining the variable purchase price) the oral agreement was concluded, and they derived the conclusion of an oral contract without such findings.
- The Supreme Court addressed the matter of service of juridical act in its judgment Ref. No. 27 Cdo 3499/2023. The addressee of the email message, the subject of which was a notification of non-election for a further term of office, was the Chairman of the defendant’s Board of Directors. The timely method of service of the notification and the related financial compensation were at issue. The parties to the dispute did not agree on the method in which the notification was to be serviced. The defendant opted for the email message, and did so while a member of the statutory body was on vacation. The Supreme Court pointed out that “a person called to serve in the office of a member of a corporate body is a member of the body for the entire period from the establishment of the office up to its termination, “24 hours a day, 7 days a week, so to speak”. In view of the principle of the informality of legal transactions, electronic communication is an acceptable method of service unless the law, the defendant’s Articles of Association, or the contractual relationship requires otherwise. The Court concluded that service of the written document was already effected on the date it was delivered to the claimant’s email account. Regardless of whether the claimant opened the email message. Therefore, the judgment is good to keep in mind the next time you go offline.
- The Supreme Court of the Czech Republic in its judgment Ref. No. 27 Cdo 3701/2023 dealt with the matters of (i) whether the price of the plot of land of CZK 150 per m² corresponds to the usual price, and (ii) whether the objective aspect of the lesion is sufficient without the need to examine or consider the subjective knowledge of the party that it was occurring, even if it was based on the usual knowledge available to said party. The dispute concerned the price of a plot of land, which the defendant considered to be too low and not in line with market value. The Court of First Instance ruled that there was an error as to a decisive circumstance pursuant to Section 583 of the Civil Code. The Court of Appeal changed that decision, holding that the lesion pursuant to Section 1793(1) of the Civil Code was concerned. In its decision, the Supreme Court reiterated its early conclusions that the prohibition of reduction by more than half can be considered the default rule. The agreed purchase price was not even 15% of the expert’s valuation of the plot of land. Therefore, it was not the usual price, and the rules on the lesion applied. In the matter of the subjective awareness of the party (the defendant), the Supreme Court concluded that the legal regulation of the lesion is based on an objective criterion, which is the gross disproportion of the mutual performance. The second sentence of the quoted provision also sets out a negative condition for the application of this criterion, namely the other party’s ignorance of the facts giving rise to the mutual disproportionate performance. The knowledge (not the volitional) component of fault is sufficient to satisfy this condition. Since the regulation of Section 1793(1), second sentence of the Civil Code excludes the application of a general solution protecting the injured party against the consequences of the lesion, it is the (other) party, for whose benefit the exception serves, who must state and prove the fulfilment of the hypothesis of this exception, i.e. that the disproportionate mutual performance is based on a fact of which it did not know or need not have known. The defendant did not allege any circumstances of which the defendant could not have been aware at the time of the conclusion of the purchase agreement and which would have caused the price of the plot of land of CZK 150 per m2 not to correspond to the usual price. For this reason, the Supreme Court dismissed the appeal.
