The special injury (Art. 157 CC/2022) and the contracts for the purchase and sale of equity interest in limited liability companies

Abstract

This article is prepared from the intersection between the institute of unconscionability, art. 157 of the Civil Code of 2002, and the contracts for the acquisition of equity interest in a limited liability company. The work analyzes whether in these economic operations, materialized in a contractual instrument whose purpose is always profit for all involved, there is room for the incidence of the vice of consent based on urgent necessity, inexperience or levity, at most taking into account the need to buyer's due diligence. After a bibliographical and normative review of the subject, judgments are analyzed which point to the need for diligence on the part of the acquirer, care with the wording of clauses - preferably by lawyers - and the non-presumption of inexperience of economic agents who negotiate in the business sphere, nor the need to contract in an urgent manner. No judgments were located that recognized the incidence of special injury in the business scope regarding the acquisition of shares in a limited liability company and, in fact, regarding any other contract of a commercial nature.