3. Foști asociați. Cesiune părți sociale. Constatarea nulității absolute a operațiunii după 25 de ani de la încheierea actului. Lipsa folosului practic. Calificarea motivelor ca fiind de nulitate relativă
3. Former associates. Transfer of shares. Absolute nullity of the transaction 25 years after the conclusion of the act. Lack of practical use. Categorization of the grounds as relative nullity

Summary/Abstract: The time interval which has elapsed since the conclusion of the allegedly fraudulent legal act is irrelevant as long as grounds for absolute nullity – being imprescriptible – are invoked. The potential qualification of these grounds as pertaining to relative nullity bears no relevance from the perspective of the interest underpinning the claim but is rather significant in terms of the merits or timeliness of the action. The existence of the accessory relationship between the ultimate objective pursued by the claimants – namely, the restitution of the ownership right over the immovable asset within the distinct patrimony of the company – and the contested additional act constitutes a substantive issue which exceeds the scope of the lack of interest exception. Even if the claimants’ sought objective cannot be obtained directly but only through subsequent judicial steps with uncertain outcomes, the analysis pertains to the substantive merits of their claim, given that their interest is evident, stated, and legitimate. The claimants are entitled to clarify their legal status vis à vis the company in which they were involved, having a sufficiently determined, personal, direct, and legitimate current interest. The action thereby satisfies the material and procedural legal requirements, warranting a substantive review of the claim, while any material advantages arising from the validity of the assignment contract – such as the potential restoration of their status as associates, with all ensuing benefits, including the right to a share of the profits generated by the company’s activities and the exploitation of contributions, or a share of the assets upon the company’s liquidation – shall be examined by the court based on the evidentiary review.

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