5. Contract de cesiune de drepturi litigioase. Răspunderea asociatului unic pentru datoriile societăţii radiate
5. Litigious rights assignment agreement. Sole shareholder’s liability for the debts of the deregistered company

Summary/Abstract: The assignor of the litigious rights assignment agreement can take over from the assignee plaintiff only the right of claim brought before the court and consequently, where the defendant invokes its own claims against the assignor of litigious rights under a counter-claim, the assignee brought in the case, as a result of the conclusion of the litigious rights sale agreement, cannot be liable for the debts incurred by the assignor. The correct solution from the procedural point of view, consists in the rejection of the claims invoked against the assignee of litigious rights, through lack of passive capacity to stand trial, as no identity exists between the party which undertook in the legal relationship brought before the court (the assignor of litigious rights) and the party against which the trial continued (the assignee of litigious rights). The assignor is a limited liability company, and the assignee is the sole shareholder and the director of the company, which is liable for the debts of the company, but not under the assignment of the claim under which it exclusively acquired the litigious rights of the limited liability company, but instead, according to the decision on the dissolution and liquidation of the limited liability company, under which it undertook to extinguish the company liability with the assets taken over from the latter, according to art. 235 of Law no. 31/1990.

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