with the figure of its partners, in accordance with article 52 of the Civil C...
Among its functions, the resolution of disputes between integrated producers and the integrator stands out as a relevant innovation, mainly regarding the interpretation of contractual clauses or other issues inherent to the integration contract. There is effectively the creation of an extrajudicial instrument for resolving disputes. If, on the one hand, it presents itself as an alternative to the slowness and cost of state jurisdiction, on the other, it can represent the imposition of agribusiness interests in resolving conflicts. Therefore, your institution demands care to balance the disparity in economic power between the parties.According to the first degree sentence, confirmed B2B Lead by the court in a trial held on November 23, 2017 (Appeal 1023300-33.2016.8.26.0577), the abusiveness of the contractual rule is justified based on the following arguments: “Therefore, considering that the lease contract was signed with the legal entity and remained with it, the change in the corporate structure is irrelevant, as, ultimately, there was no change in the legal entity tenant. Therefore, by providing that the change in the corporate structure requires prior authorization from the lessor, there was undue interference in the corporate relationship, which the lessor was not allowed to require, requiring the recognition of the nullity of this contractual clause due to abusiveness (art. 45 of the Law 8,245/91)”.
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The above decision represents not only a novelty in the national legal scenario, but also an important advance in relations between store owners and shopping center entrepreneurs , as the partners of the tenant legal entity, based on this understanding, will be able to sell their company without the need for authorization from the lessor, and without paying the “transfer fee” stipulated in the contract, which is often set at high amounts.
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