Point of law: the legality of a potestative condition precedent in a contract of sale of a share in a limited liability company, according to which in case of the purchaser’s failure to timely pay a full price for the share the contract shall be repudiated and corresponding obligations shall terminate.

Alternative attitudes: 1) the condition is illegal, because its occurrence depends upon the will of the parties, which is contrary to Art 157 of the Civil Code (the view of lower courts); or 2) the civil legislation does not contain grounds for pronouncing such condition null and void; the law affords protection to the party which discharges its obligations first, and it is common for the contracts in which the moment of counter-performance of obligations does not coincide.

Ratio decidendi: the second approach is legally correct.

Practical consequences: the Judgment says that prior court decisions in analogous cases if inconsistent with this interpretation may be reversed in the procedure and within the limits envisaged by Art 311 of the Commercial Procedure Code.