Anastasia Samusenko has commented to Pravo.ru on a dispute about a bank changing the status of a loan agreement upon reorganisation of a borrower company

In September 2020, Dimark Profi Medical Centre opened a credit line with Sberbank to support its operations. The agreement provided for three stages: the first two had an annual interest rate of 2% and the third 15%. In addition, the document stipulated that the debt could be written off if a number of conditions were met, including that the number of the borrower’s employees at the end of each reporting month of the second stage should not be less than 80% of the number as of 1 June 2020. Compliance with these conditions guaranteed that Sberbank would receive a subsidy to reimburse income shortfalls on business loans issued to reopen in 2020.

In February 2021, the members of Dimark Profi reorganised in the form of a merger with another company; a month later, the bank increased the rate to 15%. According to Sberbank’s assessment, the company ceased operations at the time of the reorganisation, and the number of employees changed afterwards.

The borrower sued the lender, but three instances supported the bank. The medical firm complained to the Supreme Court of the Russian Federation, noting that the number of employees of the company remained at the required level. Also, according to the company, the bank’s argument about temporary cessation of activity is refuted by tax reports, according to which employees continued to work and receive salaries.

Anastasia Samusenko, Senior Associate at Maxima Legal, explained to Pravo.ru that in fact the essence of the dispute boils down to whether the bank will be able to receive a subsidy when writing off the debt of a reorganised company that has become a legal successor under a loan agreement. “The Supreme Court of the Russian Federation will pay attention to this, as the lower instances applied an exclusively formal approach. The results of this dispute form the principles of subsidies and business support. If the Supreme Court of the Russian Federation supports the plaintiff, it will allow market participants, including banks, although in this case the credit institution is the defendant, to feel more confident and count on state support”, the expert stressed.

To read the full article (in Russian), please, see Pravo.ru website >>>>