The degree of enrichment
The management of LLC "Impuls" has tried to collect almost 740 000 rubles from JSC "Itkulskiy spirtzavod" on the basis of a license agreement which was previously concluded between the organizations. It is indicative that at the time of signing of the document position of the General Director of the distillery belonged to husband of a sister of the head of LLC "Impulse".
Understanding the intricacies of family relations Altai arbitration court denied the claim after revealing intricacies of kinship relationship.
LLC "Impulse" demanded to collect 694 930 rubles from "Itkulskiy spirtzavod" under a license agreement, as well as interest for use of borrowed funds in the amount of 45 032 rubles. The agreement between the organizations was signed in September 2008. The same day Viktor Surkov (at the moment he was a General Director of the distillery), who was the right holder of the trademark "Zapakh snega" (no. 334175) and "SURKOFF" (No. 334176), gave the exclusive right to use these service marks to Impulse LTD.
A few hours later on the same day LLC "Impulse" and JSC "Itkulskiy spirtzavod" signed a license agreement on using the trademarks "SURKOFF" and "Zapakh snega", according to which JSC "Itkulskiy spirtzavod" had to pay monthly to the licensor remuneration in the amount of 100 rubles for each decalitre of products produced under the trademark "SURKOFF" and 40 rubles for every decalitre of products under the trademark "Zapakh snega".
The situation is definitive – the Director of distillery gave exclusive rights to the trademarks to the organization, the head of which was his wife's sister. And on the same day, on behalf of "Itkulskiy spirtzavod" he signed a license agreement with the indicated company, assuming the additional cost of paying royalties to LLC "Impulse".
As was found by lawyers of the company "Zuykov and partners" protecting interests of the distillery, at the time of the transaction Surkov, V. M. was a husband of the sister of the General Director of "Impulse" (certificate concerning this matter was received in the Department of the registry office of Biysk of the Altai territory). Accordingly, taking into account the existence of closely links between the heads of two commercial organisations, transactions between them are considered as related party transactions, that in the case of JSC "Itkulskiy spirtzavod" means that the license agreement was supposed to undergo the procedure of approval by the Board of Directors, which has not been done, and that does not allow to consider this document valid.
The arbitration court of the Altai territory has completely supported a position of defense, recognized the license contract signed in 2008 by LLC "Impulse" and JSC "Itkulskiy spirtzavod" invalid, also dismissed the claim and has obliged LLC "Impulse" to pay court costs.