The Odessa Economic Court is considering case No. 916/2951/23 dated July 12, 2023, where Dinare LLC demands that the JSC TsZI return real estate worth UAH 42 million. The case is being conducted by Judge Svetlana Zheleznaya.
The essence of the claim is as follows: in 2017, Dinare LLC sold the corporate rights of the production and trading company Galatea to TsZI. Director of Dinare LLC Sergei Durach claims that the buyer did not pay the cost of corporate rights, and therefore they must be returned to the ownership of Dinare LLC.
Having studied the documents presented by the parties, it was possible to establish the following facts:
— over the six years since 2017, Dinare LLC has never stated that the buyer failed to fulfill its obligations;
— Sergei Durach owns only 1% of the authorized capital of Dinare LLC, 98% belongs to the American corporation ANB;
— Sergey Durach provided documents to the court confirming that he is the owner and director of ANB.
In turn, the American corporation ANB went to court with a counterclaim and documents. She states that:
— Sergey Durach was never the owner of ANB and filed fictitious documents of ownership in court;
— he became a director of ANB only in August 2022 as a result of submitting “fictitious” documents to the American registrar. Three months later this registration was canceled and since then he is no longer a director of ANB;
— On November 7, 2023, a general meeting of Dinare LLC was held, at which Durach was removed from the position of director.
However, already on November 11, 2023, the state registrar of the Legal Department of the Odessa City Council, Yu. V. Chernenko, canceled the registration in the state register of the decision of the general meeting “Dinare” dated November 7, 2023. Then, on November 24, 2023, Poltava notary V.A. Moskovets registered an agreement for the sale of ANB’s share in Dinare LLC to N.S. Suslov.
According to representatives of ANB, thus, a “raider takeover” of ANB’s share in Dinare LLC and a raider takeover of Dinare LLC itself was carried out, since the state registrar and the Poltava notary did not have the legal rights to carry out these registration actions.
This position of the corporation is that the legislation clearly establishes the boundaries of the territory in which the state registrar has the right to carry out registration actions in the Unified State Register, as well as a list of documents that must be submitted to carry out registration actions;
EVENTS IN COURT
On December 26, 2023, Judge Svetlana Zheleznaya decided to end the preparatory proceedings and proceed to consideration of the claim on the merits.
At the meeting, she rejected several motions that would have contributed to an impartial consideration of the case. In particular, the ANB company filed a statement of desire to join the case as a third party, but the court rejected this request.
Also, the NGO "CZI" filed a petition to suspend the consideration of the claim until the Ministry of Justice considers the complaint against the registration actions of the registrar Yu. Chernenko and the notary V. Moskivets. The judge denied this request as well.
In addition, the NGO “CZI” filed several petitions to include additional documents in the case materials and send requests to obtain documents. And this request was denied.
Let us note that the court fee in the amount of 600 thousand hryvnia was paid not from the account of Dinare LLC, but was paid in cash by S. Durach. Judge S. Zheleznaya did not consider it necessary to pay attention to this violation of the Law of Ukraine “On Court Fees”.
“The fool filed “fictitious” documents in court, but Judge Zheleznaya did not give TsZI time to collect evidence and refute the fraudulent documents. Our arguments were not heard,” TsZI lawyer Yulia Sablina commented on the situation.
Let us recall that on February 23, 2022, in case No. 916/2766/21, the court declared illegal the fraudulent minutes of the general meeting of “TsZI”, fabricated by Durach;
On December 28, 2021, the Ministry of Justice of Ukraine adopted Order 4677/5, which canceled registration actions to seize the corporate rights of Basari LLC and Kompromiss State Enterprise.
The history with documents and rights to the enterprise is indeed very confusing. And the haste of the judge of the Odessa Economic Court Zheleznaya, who strives to quickly complete the preparatory proceedings in this case, makes her even more suspicious.
