JNS Legal's factoring team (led by Bartosz Nadra, Monika Lisik-Zapart and Adrianna Trzcinska) obtained an interesting and valuable judgment in a case against a factoring debtor.
The case involved a dispute against a debtor from unfunded receivables from VAT invoices acquired under a global assignment. After the due date of the invoices and a demand for payment, suddenly "appeared" corrections to both invoices, a commercial contract and agreements to accept complaints for the return of both orders.
The assignee, as the owner of the receivables from the invoices, based on the content of the notice of assignment (signed by the debtor) and the well-established line of court decisions, did not recognize the adjustments and sued the debtor before the District Court in Poznań for payment of the receivables from the invoices. The debtor defended itself with, among other things, arguments about the lack of standing, the indefiniteness of the assignment, the existence of a commercial contract, an agreement to return the goods and issue corrections, the issue of the lack of financing of the invoices.
In a judgment dated 31.07.2024, the District Court in Poznań upheld the payment order in injunction proceedings in full, agreeing with the factor (assignee). The verdict is a double success for JNS LEGAL's lawyers, as attorney Bartosz Nadr is the author of both the factoring regulations subject to review by the Court, as well as this particular notice of assignment, which the Court leaned on, finding that it unambiguously and within the scope of freedom of contract resolves the rights of the factoring debtor and factor to each other, including within the scope of warranty, the complaint process, and restrictions related to influence over the fate of receivables acquired by the factor. The various provisions therefore played the anti-fraud role envisioned in them, and the documents themselves passed the test.
The justification of the judgment is a mine of valuable knowledge, as it touches on the threads of factoring, global assignment, transfer of future claims, unfunded claims, the importance of the notice of assignment, the limitations of the claims process, the rights of the parties to the tripartite relationship under the warranty.
The most important quotes from the reasoning of the ruling of the District Court of Poznań below:
[No obligation to submit a factoring agreement in a dispute against the debtor] The plaintiff was not obliged to present the factoring agreement with the global assignment of existing and future receivables to the defendant. The above follows from the wording of Article 509 § 1 of the Civil Code.
[Effectiveness of transfer of unfunded receivables] The defendant's plea regarding the ineffectiveness of the assignment of receivables, in the absence of payment of the price for the receivables transferred to the plaintiff, was unfounded. In the Court's opinion, the moment when the invoice receivables were transferred to the plaintiff was, based on (....) the regulations, at the latest the date of issuance of the invoice. Both the factoring agreement and the notice of assignment signed by the defendant explicitly indicated that the dispositive effect of the assignment of future receivables (the mere fact of transferring the receivables to the plaintiff) was to occur each time on the date on which the receivable in question arose (e.g., the performance of a service, the sale of goods), but never later than, at the time of the issuance of the invoice, without the need for additional declarations in this regard. (...) In light of the above, it should be noted that the factoring agreement provides that the acquired receivables are the property of the factor regardless of whether the receivable in question was financed, and all settlements take place between the factor and the factor. Therefore, the mere fact of financing the receivable in question is irrelevant to its acquisition.
[ZoC as a modification of warranty rules] As indicated above, the defendant was effectively informed and accepted the terms of the assignment, the legal consequences arising therefrom, including the conditions for the exercise of warranty and guarantee rights, withdrawal from the contract, return of goods or cancellation of orders, the rules for requesting and issuing corrective invoices, was aware of the person and obligation to pay to the plaintiff, which was confirmed by his signature on the document of notice of assignment of receivables.
[ineffectiveness of corrections] The complaint proceedings of the products purchased by the defendant were carried out without the knowledge and consent of the plaintiff, despite the obligation to notify the creditor/invoice provider/cessionaire of these proceedings. In view of the above, it must be concluded that the complaints filed by the defendant, as well as the invoice adjustments made by the supplier, are ineffective against the plaintiff.
[apparent corrections] In the Court's opinion, the questioning of the proper performance of the original creditor's obligation and the discovery of defects in the goods, despite the defendant's own signature on the invoices and the WZ documents, the submission of a statement of confirmation of receipt of goods and the correctness of the issued documents, as well as referring to the submitted complaints and corrective invoices and informing the plaintiff about them only after receiving a demand for payment, creates, as the plaintiff rightly pointed out, a reasonable suspicion of the ostensibility of the performed actions. The Court's doubts on this issue are also raised by the fact that the defendant did not prove (even did not indicate the date) whether it met the deadline under Article 563 § 2 of the Civil Code.
[No right to interfere with acquired receivables] In the notice of assignment, the supplier [debtor] stated that it waived, among other things, the right to make adjustments to invoices issued without the consent of the factor, to reduce/cancel the assigned receivable without the consent of the factor. These rights were vested exclusively in the factor. It follows that [the debtor] had no right to issue corrective invoices without the plaintiff's consent, and the defendant had no right to accept such correction. In view of the above, the defendant remains obligated to the plaintiff to pay the amounts due under the invoices that are the subject of these proceedings, regardless of the actions taken with the assignor after learning of the assignment of the receivables.
[Contradiction of the debtor's action with Article 5 of the Civil Code.] W As part of the set of behavioral patterns defined as principles of social coexistence, one should also include fair-play principles in economic relations between entrepreneurs and between entrepreneurs and entities - which are not entrepreneurs. These common principles not determined by legal status are cooperation based on mutual respect, implementation of jointly adopted (even orally) arrangements and not surprising a partner with decisions that unreasonably violate the adopted course of joint actions (vide: judgment of the District Court in Warsaw - XXII Intellectual Property Division of March 15, 2023, XXII GW 259/22, Legalis number 2984715). In the Court's opinion, it was the defendant who violated the above rules, as it failed to inform the plaintiff that a complaint had been filed and that the assignor had issued corrective invoices. The defendant did not inform the plaintiff that the goods were returned to the supplier/ assignor/invoice. She failed to comply with the obligations of which she was informed in the notice of assignment of receivables.
