Stosowanie regulacji dotyczącej czynności prawnych „z samym sobą” (art. 108 k.c.) do reprezentacji spółek kapitałowych. Glosa do uchwały Sądu Najwyższego z dnia 12 stycznia 2022 r. (III CZP 24/22, LEX nr 3303857)
Application of the Regulation on Legal Transactions “with Oneself” (Article 108 of the Civil Code) to the Representation of Capital Companies. Commentary on the Resolution of the Supreme Court of 12 January 2022 (III CZP 24/22, LEX no. 3303857)

Summary/Abstract: This gloss is an approving commentary on the resolution of 12 January 2022 (III CZP 24/22, LEXno. 3303857), in which the Supreme Court resolved a legal issue important from the point of viewof trading practice regarding the possibility and scope of application of Article 108 of the Civil Codeto the representation of capital companies. This resolution was an answer to the question formulatedby the Court of Appeal, which emerged from the facts of the case decided by this court. The proxyof a limited liability company signed receivables transfer agreement on behalf of this company in a situation where – as a member of the management board of a limited liability company being theother party to this agreement – he granted a power of attorney to sign the agreement on behalf ofthe other company. The legal issue formulated by the Court of Appeal in the above factual situationcame down to the question of whether the receivables transfer agreement concluded in the above--mentioned personal arrangement is valid. The Supreme Court rightly stated that a receivables transferagreement concluded between two limited liability companies, at the conclusion of which one ofthem is represented by a proxy appointed by a member of the single-member management board,who is also an independent commercial representative of the other company, applies Article 108 ofthe Civil Code in conjunction with Article 2 of the Commercial Companies Code

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