Point of law: under which circumstances a sales-purchase contract with regard to a share in a limited liability company (LLC) must be held invalid, given that the purchaser was a third person (not a member of the LLC) whereas the charter of the company explicitly prohibited selling a share (or a part thereof) to any third person?

Ratio decidendi: the Presidium came to the conclusion that 1) such transaction is a contestable one in the meaning of Art 174 of the Civil Code and, consequently, it can be held invalid by way of a court decision; 2) when concluding a sales-purchase contract with regard to a share in LLC, the purchaser ought to familiarise himself with the charter of the LLC, including the prohibition against the sale of shares to any third person, and hence to foresee the negative consequences of the transaction in question; 3) all the same, the invalidation of the transaction is unnecessary when the transaction is aimed at the acquisition of the entire business, that is, the simultaneous purchase of all shares from all members of the company by way of a multilateral contract in which the price would be determined as the price of the whole business and takes into account the value of net assets of the company.

Practical consequences: the Judgment does not provide for the possibility to reverse the judicial decisions that are already in force on the grounds of interpretations given by the Judgment. Therefore, such interpretations may guide only future disputes (those arising after the date of its publication).