Platnost prohlášení pravosti podpisu při zastupování protistrany

The Supreme Court of the Czech Republic examined the alleged invalidity of a share purchase agreement in its decision dated 8 January 2025, file no. 27 Cdo 3120/2023. The appellant was a business corporation that challenged the validity of a resolution passed at the general meeting of the company in which the appellant claimed shareholder status. However, the lower instance courts concluded that the appellant had never become a shareholder because the share purchase agreement had not been validly concluded. This was because the appellant’s signature had been verified by a lawyer who also represented the other contracting party.

The lower instance courts found that the lawyer's actions constituted a conflict of interest, thereby failing to satisfy the signature verification requirements under Section 209 (2) of the Commercial Corporations Act. The appellant filed a cassation appeal, arguing that according to the Advocacy Act, a lawyer's declaration of signature authenticity is not dependent on their independence from the respective transaction, and that a lawyer may lawfully declare the authenticity of signatures even when representing the other contracting party. The Supreme Court supported the appellant's argument. In its ruling, the Supreme Court stated that, when assessing whether the share purchase agreement meets the requirement for official signature verification, it is not decisive that the verifying lawyer also represented the other contracting party. This fact does not affect the validity of the signature verification or the validity of the agreement itself.

Authors:

David Hlaváček

Petra Dobravská