Judgment of the Supreme Court of 12 March 2015

Guarantee – Standing of Companies – Directors – Abuse of Rights

Declares that there is no abuse of rights in the Company relying upon the enforceability, in relation to the creditors, of a statutory clause concerning the prohibition of providing personal guarantees and collateral, considering legal persons have a separate “life” in the legal order, which transcends the ones of the natural persons that represent them.

The company cannot therefore be bound to the provision of a guarantee, violating its articles of association, particularly considering that the creditors, acting as partners at the time, were well aware of the statutory limit concerning the provision of personal guarantees and collateral.

Judgment of the Supreme Court of 12 March 2015

Agency Agreement – Commercial Concession Agreement – Goodwill Indemnity – Exclusivity Clause

Although the regime of the agency agreement (Decree-Law 178/86, of 3 July) is geared to be applied, analogically, to the commercial concession agreement, particularly in the part concerning termination of the agreement, the requirement of Article 33 nr. 1, paragraph c) of Decree-Law 178/86, regarding goodwill indemnity, does not apply to concession agreements, since this is a specific requirement of the agency agreement.