S.C. Divado-Lux S.R.L. v. the Republic of Moldova

FIFTH SECTION

Application no. 45585/15 S.C. DIVADO-LUX S.R.L. against the Republic of Moldova

The European Court of Human Rights (Fifth Section), sitting on 11 June 2026 as a Committee composed of:

Gilberto Felici , President , Diana Sârcu, Nicholas Emiliou , judges , and Martina Keller, Deputy Section Registrar,

Having regard to:

the application (no. 45585/15) against the Republic of Moldova lodged with the Court under Article 34 of the Convention for the Protection of Human Rights and Fundamental Freedoms (“the Convention”) on 25 August 2015 by a Moldovan company, S.C. Divado-Lux S.R.L. (“the applicant company”), which was represented by Mr V. Iordachi, a lawyer practising in Chișinău;

the decision to give notice of the application to the Moldovan Government (“the Government”), represented by their Agent at the time, Mr D. Obadă;

the parties’ observations;

Having deliberated, decides as follows:

SUBJECT MATTER OF THE CASE

1 The present case concerns the loss of the applicant company’s possessions in favour of the initial owner, a private party, owing to allegedly fraudulent conduct of a third party, after domestic courts – the composition of the appellate panel being disputed – had upheld a claim regarded by the applicant company as time ‑ barred. The applicant company relied on Article 6 § 1 of the Convention and on Article 1 of Protocol No. 1.

2 On 7 March 2001, following the reorganisation of a State-owned company, a limited liability company (company A) was established. The R. company held 87.8% of its shares, while several natural persons held the remaining 12.2%. S. was appointed as the CEO [1] of company A.

3 . On 24 January 2002 S. convened the general assembly of shareholders, which decided to exclude some shareholders and to transfer their shares to three natural persons: S. himself, L. and D.

4 . On 1 February 2003 S. convened another assembly of shareholders, which decided to divide company A by establishing a new limited liability company – company B – and to transfer to it the ownership of a building measuring 768 sq. m., located in Chișinău. S., L. and D. became the shareholders of company B.

5 The convening of both general assemblies was announced in the Official Journal. The R. company was represented at the assemblies by S., who was arguably acting as its CEO.

6 On 3 April 2004 company B sold the building to the applicant company for 460,785 Moldovan lei (equivalent to 73,000 euros at the material time). The transaction was subsequently registered in the Real Estate Register.

7 On 20 April 2006, following a criminal complaint lodged by one of company A’s shareholders concerning the unlawful convening of shareholders’ meetings, the exclusion of shareholders, the transfer of their shares and the transfer of ownership over the building, a criminal investigation was opened on charges of abuse of office in respect of S., L. and D.

8 On 21 January 2010 the criminal investigation against S., L. and D. was discontinued on account of the expiry of the statutory limitation period for criminal liability.

9 On 24 September 2010 company A initiated court proceedings against company B and the applicant company, seeking the annulment of the decisions of the general assembly (see paragraphs 3 and 4 above), the dissolution of company B and the annulment of the sale of the building to the applicant company. It argued that company A’s main shareholder, the R. company, had not been properly represented during the above-mentioned general assemblies because S. had lacked authority to represent it after his powers as CEO had been revoked in 2000. Accordingly, company A contended that the decisions adopted by the assembly were null and void, just as were all the subsequent decisions concerning the establishment of company B and the transfer of ownership over the building.

10 Company B lodged a counterclaim. It requested that the claims be dismissed as time-barred and challenged the authenticity of the resolutions which had revoked S.’s powers as the R. company’s CEO. The applicant company, in its reply to the claim, argued that it was a bona fide purchaser and had lawfully acquired the property.

11 . On 27 December 2013 the Botanica District Court, referring to Articles 207, 217 and 374 of the Civil Code, granted company A’s claims, declared null and void the challenged decisions of the general assembly, the establishment of company B, the transfer of ownership over the building to company B and its subsequent sale to the applicant company and ordered that the building be returned to company A. The relevant part of the judgment reads as follows:

“By an order of 16 June 2000, signed by [S.] [who was the CEO of the majority shareholder, the R. company, at that time], [V.] was appointed as the new CEO of the R. company.

In accordance with the minutes of the founders’ meeting of [the R. company], held on 16 June 2000, [S.]’s resignation was accepted and [V.] was appointed as the new CEO. In accordance with the excerpt from the State Registration Chamber dated 26 June 2000, the CEO of [the R. company] was [V.].

... [S.] was not a legal representative and did not hold any legal authorisation from [the R. company] to participate in the general assemblies of [company A’s] shareholders or to vote on the agenda, as he was not the CEO of [the R. company] at that time. The documents related to the registration of changes with the State Registration Chamber, the division of immovable property, the establishment of the [company B] company and the registration of ownership rights with the Territorial Cadastral Office are unlawful. Furthermore, the absolute nullity of the sale contract concluded between [company B] and [the applicant company] is likewise declared, as it was based on an unlawful cause.

... With regard to the counterclaim lodged by [company B], the court critically assesses [company B’s] assertions that the order concerning [S.]’s dismissal was not properly signed. [Company B] failed to submit any evidence capable of demonstrating that the minutes of the meeting of [the R. company’s shareholders concerning S.’s dismissal] were forged. The minutes were authenticated and signed, in accordance with the applicable legislation, by the authorised persons.”

12 On 21 January 2014 company B lodged an appeal, which was joined by the applicant company. They argued that the applicant company was a bona fide purchaser and that the court had failed to apply the relevant provisions of Law no. 135/2007 on Limited Liability Companies, alleging that the nullity of any decisions adopted by the general assembly could be declared only by its shareholders within three months from the date on which they had become aware of the meeting. They further contended that S. had had the right to represent the R. company at the general assembly and that the action brought by company A had been time-barred.

13 . On 16 December 2014 the Chișinău Court of Appeal rejected the appeal lodged by company B and the applicant company and upheld the judgment of the Botanica District Court. The court endorsed the reasoning set out therein and additionally noted as follows:

“The court cannot accept the argument that under Article 61 of the Law on Limited Liability Companies, the decisions of the general assembly could only be challenged by the shareholders who either did not attend the meeting or voted against the challenged decisions. The special law relied on by the appellants was adopted on 14 June 2007 and cannot be applied retroactively to situations that arose prior to its entry into force.

... As regards the argument that the first-instance court examined the merits of the case without applying the rules on the statutory limitation period ... the court notes that [company A] brought the action in defence of its property rights, alleging that the company had been unlawfully dispossessed of the building in question ... having regard to Article 1 of Protocol No. 1 to the Convention, the right to property is not subject to any limitation period. ... Furthermore, the case file does not contain evidence demonstrating that [company A] had knowledge of the events forming the subject matter of this dispute prior to the date indicated by the claimant, namely January 2010.

... [T]he nullity of the sale contract of 3 April 2004, signed between [company B] and [the applicant company], results from the nullity of the acts on the basis of which [company B] acquired ownership of the immovable property in question.”

14 On 2 March 2015 the applicant company lodged an appeal on points of law, reiterating the arguments previously raised before the appellate court. It additionally alleged that one of the judges on the panel of the appellate court had been replaced without the requisite authorisation of the president of the court, as required by law.

15 On 27 May 2015 the Supreme Court of Justice declared the applicant company’s appeal on points of law inadmissible.

16 The applicant company complained of a breach of the principle of legal certainty and a violation of its right to a tribunal established by law under Article 6 § 1 of the Convention. It also complained, under Article 1 of Protocol No. 1 to the Convention, of a violation of its right to the peaceful enjoyment of its possessions.

17 . The relevant provisions of the Civil Code, as in force at the relevant time, read as follows.

Article 207. Cause of a legal act

“(1) A civil legal act effected without cause, or on the basis of a false or unlawful cause, cannot produce any legal effect.

...”

Article 217. Absolute nullity of legal acts

“(1) Absolute nullity of a legal act may be sought by any person who has a vested and current interest. The court shall raise it of its own motion.

...

(3) An action seeking a declaration of absolute nullity is not subject to any limitation period.

...”

Article 219. Effects of the nullity of a legal act

“(1) A nullified legal act ceases to produce effects retroactively as from the moment of its entering into force.

(2) Each party must return anything which it has received on the basis of the nullified legal act and, where restitution is impossible, it is required to pay an amount with the equivalent value of the items received.

(3) The party and third parties acting in good faith are entitled to compensation for the damage caused by the nullified legal act.

...”

Article 374. Recovery of property by the owner

“(1) The owner shall have the right to claim the recovery of property held unlawfully by another person.”

Article 375. Recovery of property held by a good-faith acquirer

“(1) If a property has been acquired ... from a person who did not have the right to dispose of it, the owner may reclaim it from the good ‑ faith acquirer only if the property was lost by the owner or by the person to whom the owner had entrusted its possession, or if it was stolen from either of them, or was otherwise left their possession against their will.”

THE COURT’S ASSESSMENT

18 The Government submitted that the domestic courts had adopted a consistent approach in concluding that the statute of limitations had not been applicable to the sale contract between company B and the applicant company, as its absolute nullity had been declared under Article 217 of the Civil Code and it had lacked a valid cause as required by Article 207 of the Civil Code, as in force at the relevant time, since it had originated in the general assemblies’ unlawful decisions which had been found to be null and void. They further maintained that the domestic courts had provided sufficient reasoning to justify the application of absolute nullity in the circumstances of the case. They asserted that, therefore, the complaint was manifestly ill-founded.

19 The applicant company submitted that the domestic courts had failed to apply the statutory limitation period provided for by Law no. 135/2007 on Limited Liability Companies and had unlawfully deprived it of property by allowing a time ‑ barred action. Additionally, the applicant company argued that the change in the composition of the panel of judges in the Court of Appeal had infringed its right to a tribunal established by law.

20 . The general principles concerning the principle of legal certainty and the role played by limitation periods in civil proceedings have been summarised in Baroul Partner-A v. Moldova (no. 39815/07, §§ 36-37, 16 July 2009). In addition, the Court reiterates that the legal time-limits for statutory limitation serve several important purposes, namely to ensure legal certainty and finality, to protect potential defendants from stale claims which may be difficult to counter, and to prevent any injustice which may arise if courts are required to decide upon events which took place in the distant past on the basis of evidence which may have become unreliable and incomplete because of the passage of time. As regards, in particular, the requisite balancing exercise between the victim’s right of access to the courts and the defendant’s right to legal certainty in the context of the statutory barring of actions for damages, the Court has pointed out that in applying the relevant procedural rules, domestic courts should avoid both excessive formalism that would impair the fairness of the proceedings and excessive flexibility such as would render nugatory the procedural requirements laid down in statutes (see Sanofi Pasteur v. France , no. 25137/16, §§ 50 and 57, 13 February 2020, for a recent summary). At the same time, the absence of statutory time-limits for bringing a claim does not automatically undermine the principle of legal certainty (see Chambeau and Streiff v. France (dec.), nos. 15771/20 and 53712/21, §§ 48-58, 5 November 2024).

21 The Court reiterates that it is not its task to take the place of the domestic courts in interpreting domestic legislation. It is primarily for the national authorities, notably the courts, to resolve problems of interpretation. This applies in particular to the interpretation by courts of rules of a procedural nature such as the prescribed time-limit for instituting court actions. The Court’s role is confined to ascertaining whether the effects of such an interpretation are compatible with the Convention in general and with the principle of legal certainty, guaranteed by its Article 6 (see Ipteh SA and Others v. Moldova , no. 35367/08, § 33, 24 November 2009).

22 . The Court observes that the applicant company’s argument concerning the applicability of Law no. 135/2007 on Limited Liability Companies – namely that it constituted a special law which ought to have been applied in the present case – was examined and dismissed as inapplicable by the domestic courts (see paragraph 13 above). In particular, the Chișinău Court of Appeal held that Law no. 135/2007 had entered into force in 2007 after the general assemblies in question had taken place in 2002 and 2003 and, therefore, could not be applied retroactively to situations which had arisen prior to its entry into force. Furthermore, the domestic courts noted that, in accordance with Article 217 of the Civil Code, the right to seek absolute nullity was not subject to any limitation period and could be raised by any person with a vested and current interest. Moreover, domestic courts were empowered to raise it of their own motion. In the light of the reasons provided by the domestic courts, the Court does not consider their conclusions and the interpretation of the domestic law concerning the inapplicability of Law no. 135/2007 and the applicability of legal provisions on absolute nullity arbitrary, manifestly unreasonable or devoid of legal basis in the present case.

23 . It follows that this part of the application is manifestly ill-founded and must be rejected in accordance with Article 35 §§ 3 (a) and 4 of the Convention.

24 As regards the applicant company’s complaint concerning the alleged infringement of its right to a tribunal established by law as a result of the change in the composition of the panel of judges in the Court of Appeal, the Court notes that the applicant company failed to submit any evidence confirming that such change had occurred. Nor did it substantiate its claim as to the stage of the proceedings at which the alleged change had taken place or demonstrate how this had affected the overall fairness of the proceedings in its case.

25 The Court therefore finds that the applicant company’s complaint is unsubstantiated and must likewise be rejected as manifestly ill-founded pursuant to Article 35 §§ 3 (a) and 4 of the Convention.

26 The Government submitted that the applicant company had not had a lawful “possession” or a “legitimate expectation” within the meaning of Article 1 of Protocol No. 1, given that there had been no lawful cause underlying the acquisition of the property in dispute. Alternatively, they argued that the dispute had been between private parties which had been afforded a proper forum, and the interference had been provided for by law and had been necessary and proportionate in the circumstances of the case. Lastly, the Government contended that the applicant company could have brought a separate court action seeking damages from the seller, which would have ensured restitutio in integrum .

27 The applicant company submitted that it had been a bona fide purchaser and that it had had a “possession” within the meaning of Article 1 of Protocol No. 1, as its title had been duly registered in the Real Estate Register. It argued that the interference had not been provided for by law, given that the courts had examined and upheld a time ‑ barred action, which had resulted in the deprivation of its property. Moreover, following the annulment of the sale of the building, the domestic courts had failed to order restitution of the amount that it had paid, thereby imposing a disproportionate individual burden on it.

28 The Court notes that the present case concerns a dispute between private parties, as the result of which the applicant company lost ownership of its possession. In this regard, it reiterates that the State has a positive obligation to take necessary measures to protect the right to property, particularly where there is a direct link between the measures an applicant may legitimately expect from the authorities and his or her effective enjoyment of possessions, even in cases involving litigation between private parties (see Plechanow v. Poland , no. 22279/04, § 100, 7 July 2009). This positive obligation is aimed at ensuring in its legal system that property rights are sufficiently protected by law and that adequate remedies are provided whereby the aggrieved party can seek to defend his or her rights, including, where appropriate, by claiming damages in respect of any loss sustained. The required measures can therefore be preventive or remedial (see Blumberga v. Latvia , no. 70930/01, § 67, 14 October 2008, and Kotov v. Russia [GC], no. 54522/00, § 113, 3 April 2012). As to possible preventive measures, the margin of appreciation available to the legislature in implementing social and economic policies is a wide one, especially in a situation where the State has to have regard to competing private interests (see Kotov , cited above, § 131). As regards remedial measures, States are under an obligation to afford judicial procedures that offer the necessary procedural guarantees and therefore enable the domestic courts and tribunals to adjudicate effectively and fairly any disputes between private persons (see Sovtransavto Holding v. Ukraine , no. 48553/99, § 96, ECHR 2002 ‑ VII, § 96, and Anheuser-Busch Inc. v. Portugal [GC], no. 73049/01, § 83, ECHR 2007 ‑ I). The Court’s task is then to assess whether the domestic courts’ adjudication of a property dispute between private parties was in accordance with domestic law and to ascertain whether their decisions were arbitrary or manifestly unreasonable (see, for instance, Kushoglu v. Bulgaria , no. 48191/99, §§ 47 and 48, 10 May 2007; Zagrebačka banka d.d. v. Croatia , no. 39544/05, § 250, 12 December 2013; and Mindek v. Croatia , no. 6169/13, § 78, 30 August 2016).

29 Turning to the present case, the Court notes that in deciding on the property dispute between several private parties, the domestic courts in essence had to balance conflicting private interests over the disputed property. In doing so, they relied on provisions of the Civil Code (see paragraph 11 above), which, as in force at the relevant time, established the invalidity of legal acts adopted without legal cause. The Court discerns nothing in the instant case for it to conclude that the domestic courts applied the above-mentioned provision manifestly erroneously or so as to reach arbitrary conclusions (see, mutatis mutandis , Kanevska v. Ukraine (dec.), no. 73944/11, §§ 46-47, 17 November 2020). Moreover, the Court does not consider – and the applicant company did not argue otherwise – that Article 375 § 1 of the Civil Code, which, as in force at the relevant time, allowed the owner of a property to recover it from its bona fide purchaser if the former had lost it against his or her will (see paragraph 17 above), was as such contrary to Article 1 of Protocol No. 1. Lastly, the Court notes that it has already found that the examination of company A’s claims was not contrary to the principle of legal certainty guaranteed by Article 6 of the Convention (see paragraphs 20-23 above).

30 The Court will next turn to the applicant company’s submission that, following the annulment of the sale of the building, the domestic courts had failed to order the restitution of the amount it had paid, thereby imposing a disproportionate individual burden on it. Accordingly, the Court will examine whether the applicant company had any avenues capable of remedying the situation regarding the recovery of the amount it had paid.

31 From the documents in its possession, the Court observes that the applicant company did not lodge a claim to recover the amount paid before the appellate court or before the Supreme Court of Justice. Moreover, as provided for in Article 219 § 3 of the Civil Code (as in force at the relevant time; see paragraph 17 above), the applicant company had the opportunity to seek the return of the amount it had paid (from company B or from its founders), either within the framework of the original proceedings or by bringing a separate court action. The applicant company did not argue before the domestic courts or before the Court that this avenue had not been available to it for any reason. In these circumstances, the applicant company’s argument that the Supreme Court failed to order the restitution of the amount it had paid, thereby imposing a disproportionate individual burden on it, is not decisive, given that it remained open to it to claim recovery of the price paid (see Kanevska , cited above, §§ 49-51).

32 Accordingly, the complaint is manifestly ill-founded and must be rejected in accordance with Article 35 §§ 3 (a) and 4 of the Convention.

For these reasons, the Court, unanimously,

Declares the application inadmissible.

Done in English and notified in writing on 2 July 2026.

Martina Keller Gilberto Felici Deputy Registrar President

1. Chief Executive Officer.