Supreme Court quashes labor contract due to invalid shareholder resolution and improper agent appointment under Polish law.
Legislator summary
AI generatedThe Supreme Court quashed the appellate judgment and remanded the case for a new decision on costs. The lower courts incorrectly held that an invalid shareholder resolution rendering the manager's appointment void meant the manager lacked authority to sign the labor contract. The Court clarified that while the resolution was void, the manager's external authority depends on whether the specific act was within the scope of the power of attorney, not solely on the resolution's validity. Furthermore, the Court found the lower courts failed to properly apply labor law provisions regarding who may conclude employment contracts, leading to the reversal.
Legislator headnote
AI generatedArt. 103 k.c.; Art. 104 k.c.; Art. 203 k.h.; Art. 31 k.p.: An invalid shareholder resolution does not automatically render a labor contract void if the manager acted within the scope of the power of attorney, and only specific labor law officials or designated persons may conclude such contracts.