Opožděná výplata zálohy na podíl na zisku může založit nárok na ušlý zisk

The High Court in Olomouc issued a ruling at the end of last year addressing the issue of equal treatment of shareholders. The suing shareholder claimed that the company had treated him unequally by paying him an advance on his profit share of CZK 1,190,000 for the year 2023 on May 12, 2023, while the other three shareholders received their payments on May 5, 2023. A similar situation was set to repeat the following year when an advance on the profit share of CZK 2,550,000 for the year 2024 was paid to the shareholder on March 26, 2024, while the other three shareholders received theirs on February 23, 2024. The defendant company did not provide any reason for the differing payment dates during the payment process or throughout the court proceedings. The suing shareholder subsequently sought compensation for lost profit that he claimed resulted from the unequal treatment. He quantified his claim as statutory late payment interest amounting to nearly CZK 37,000.

In its decision, the High Court emphasized that the position of shareholders is fundamentally based on equality. All shareholders must be treated equally, and none should be unjustly disadvantaged or advantaged, as highlighted by the Commercial Corporations Act and the Civil Code. The defendant company violated this principle by delaying the payment, without providing any justification for the differing treatment.

According to the Civil Code, a person who, through his/her culpable conduct, infringes the absolute rights of another person is obliged to compensate such person for the damage incurred. In this case, the company violated the shareholder's right to equal treatment. The plaintiff thus suffered harm in that he could not timely utilize the paid advances on his profit share and gain the corresponding benefit from them. The damage incurred is characterized as lost profit.

However, the High Court disagreed with the plaintiff and the first-instance court regarding the form of compensation for lost profit. The plaintiff quantified his claim for compensation as late payment interest. However, according to the High Court, this was not the correct approach, as the defendant company was not in delay with the payment of the advance on profit. The company, according to its decision, was to pay the shareholders the profit share advances for the year 2023 by May 15, 2023, and for the year 2024 by June 30, 2024. The payment was thus made even before the due dates. Therefore, the damage could not be quantified as late payment interest but rather as a consequence of the fact that "the plaintiff could not handle with this money during that time." The High Court quantified the damage as the usual interest rate on deposits at banks.

Authors:

Dušan Kmoch

Tomáš Černý