Post by account_disabled on Mar 14, 2024 12:05:46 GMT 8
The filing of an accountability action to determine any credit arising from a consortium quota negotiation contract signed between two companies and an administrator is valid.
This was the understanding of the 3rd Panel of the Superior Court of Justice, which upheld the decision of the Court of Justice of São Paulo and concluded that the relationship between the companies constituted the so-called agency contract, a collaborative bond that imposes on each party the duty to be accountable. the other.
According to the contract established between the parties, the administrator should manage the consortium for the acquisition of movable and immovable assets, while the companies would be responsible for offering and selling consortium shares to consumers for remuneration by the administrator.
In the first instance, the judge recognized the administrator's duty to render accounts, determining that it be done within 48 hours. The sentence was upheld by the TJ-SP, for whom the information initially provided by the consortium company was insufficient to calculate the amounts due as commission for sales.
Agency contract
Through a special appeal, the administrator B2B Lead claimed that, as the accounts were presented voluntarily and before the action was filed, it would not be possible to recognize the procedural interest for the accountability action, so that their use would represent a substitute of the collection action.
The rapporteur of the special appeal, minister Marco Aurélio Bellizze, highlighted that the relationship established between the parties is included in the concept of agency contract, since the company, more than bringing the consumer and the administrator together, is responsible for the offer and sale of quotas, without a link of subordination and through remuneration.
“In this scenario, the defendant's duty to be accountable to the defendant and, equally, in reciprocity, from the defendant to the defendant is clear, with the logical corollary being the recognition of the active and passive legitimacy of the contracting parties. So much so that the appellant herself claims to have provided the accounts voluntarily, denoting that she also understood herself as owing this obligation to do so”, stated the rapporteur.
Current account
When confirming the duty to provide accounts, Bellizze pointed out that companies were not responsible for concluding legal transactions between the consumer and the administrator, so they did not have broad access to the documents necessary to determine their remuneration. The rapporteur commented that the retribution due could be influenced by possible withdrawals from consumers.
In the case in question, the minister highlighted, payments were made through a current account, in which both credit and debit entries were made unilaterally by the administrator. However, the breakdown of these entries is not sufficient to exhaust the procedural interest in accountability.