Ambiguous interpretation of the terms of a corporate agreement by counterparties: whose interpretation does the court accept?

Ambiguous interpretation of the terms of a corporate agreement by counterparties: whose interpretation does the court accept when satisfying the requirements? Arbitrage practice.

The parties have fixed in the corporate agreement a condition that can be understood ambiguously. In this regard, what approach do the courts use to interpret the contract in the event of an arbitration dispute, if the provisions of Art. 431 of the Civil Code of the Russian Federation do not solve the problem that has arisen?

Case plot:

Member of Baklava LLC Limarov A.M. appealed to the arbitration court with claims to the participant Ltd. «Pakhlava» Gokoev AND.A. on the recovery of a fine for violation of the terms of a corporate agreement.

The applicant points out that the courts misinterpreted clause 8.1 of the disputed corporate agreement: in case of violation of sections 3, 4 of this agreement, the decision made as a result of such a violation will be declared invalid in court, and compensation in the amount of RUB 50,000,000 for each violation.

So, according to the position of the plaintiff, liability under clause 8.1 of the agreement arises for the very fact of violating the principles of voting at the general meeting of the company's participants (section 3 of the agreement) and the procedure for agreeing on the voting option at the general meeting of the company (section 4 of the agreement), regardless of the legal force of the decision .

According to the respondent, in order to recover compensation, a set of conditions is necessary, namely: violation of sections 3, 4 of the corporate agreement, invalidation in court of a decision made as a result of such violations, as well as evidence of unfair behavior of a person who voted with a deviation from the rules of the agreement.

Judicial act: Resolution of the Arbitration Court of the Far Eastern District of January 10, 2022 in case No. Ф03-6437/2021

Court's findings:

1. The terms of the contract shall be interpreted in such a way as not to allow any party to the contract to take advantage of its illegal or dishonest behavior. The interpretation of the contract should not lead to such an understanding of the terms of the contract, which the parties obviously could not have in mind.

2. The wording of clause 8.1 of the corporate agreement definitely allows for its double interpretation, and each interpretation is not perfect.

3. If the terms of the contract are unclear and it is impossible to establish the actual common will of the parties in another way, the interpretation of the terms of the contract is carried out in favor of the counterparty of the party that prepared the draft contract or proposed the wording of the relevant term.

4. Taking a position on the interpretation of the ambiguous and ambiguous terms of the contract in their understanding by the party that is the direct developer of such a contract will actually mean legitimization for the last opportunity to benefit from the ambiguity of the wording laid down by it in the draft contract, including “masking” the true meanings of the conditions with complex constructions contracts, which is unacceptable.

5. Such an approach provides for encouraging the party that develops the draft treaty to express itself more clearly and avoid internal contradictions in the text.

Comment:

1. In the framework of the case under consideration, the court used one of the approaches to the interpretation of the contract in Russian practice, known as contra proferentem – “against the offeror”. In Russian practice, it began to be used after several decisions of the Supreme Arbitration Court of the Russian Federation.

2. However, the Supreme Arbitration Court of the Russian Federation did not indicate whether the contra proferentem approach could be given priority over other methods of interpretation (derived from the Civil Code of the Russian Federation and judicial practice):

A) Interpretation of the contract according to Art. 431 of the Civil Code of the Russian Federation (literal meaning of the terms of the contract (priority), clarification of the actual common will of the parties, taking into account the purpose of the contract, analysis of correspondence, etc.);

B) Judicial interpretation of the contract implies that the emphasis should be placed on establishing the true will of the participants in the transaction, and not on the linguistic meaning of the text (the Constitutional Court in one of its decisions (Determination of February 25, 2016 No. 342-O) indicated that the court must identify the common the will of the parties to the agreement);

C) In some cases, the courts apply a method known as favor contractus - "in favor of the contract." The terms of the contract are interpreted in such a way as to preserve the disputed provision or the contract as a whole.

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