Commentary on Judgment No. 9460 of 2024: Business Branch Transfer and Civil Liability

The recent judgment No. 9460 of April 9, 2024, issued by the Court of Cassation, brings to light important reflections regarding business branch transfers and their implications for civil liability. The decision is based on principles established by the Civil Code, particularly Article 2560, concerning business transfers and insurance obligations.

The Regulatory Framework

The judgment analyzes the relationship between the transfer of a business branch and the insurer's civil liability. According to Article 2560 of the Civil Code, the transferor is jointly and severally liable for insurance obligations if, at the time of the transfer, a debt position can be established. This implies that the insured party (the transferred third party) must have already paid the premium, and coverage must be active at the time the wrongful act occurs.

Insurance for civil liability - Business branch transfer - Art. 2560 of the Civil Code - Applicability - Conditions - Existence of the transferor's debt at the time of transfer - Reference point - Occurrence of the wrongful act - Reasons. In matters of civil liability insurance, in the event of a business branch transfer by the insurer who issued the policy, Article 2560 of the Civil Code applies – with consequent joint and several liability of the transferor in the insurance obligation – if, at the time of the transfer, the transferor holds a mere debt position, meaning when the insured party (transferred third party) has paid the premium and the insurer's obligation has already arisen because the wrongful act covered by the policy has occurred, as the obligation under Article 1917 of the Civil Code arises with the insured's obligation to compensate the injured party.

Implications of the Judgment

This judgment clearly reveals that, for insurance obligations to remain valid after the transfer of a business branch, it is essential that a debt exists at the time of the transfer. If the insured has already paid the premium and the wrongful act has occurred, the insurer is obligated to intervene. This underscores the importance of proper management of insurance policies during transfer operations.

• The transferor's joint and several liability for insurance obligations.
• The necessity of verifying the existence of a debt at the time of transfer.
• The insurer's responsibilities in the event of a previously occurred claim.

Conclusions

Judgment No. 9460 of 2024 clarifies important aspects related to civil liability and business branch transfers. It offers valuable guidance for companies facing business transfers, highlighting the need for careful assessment of existing insurance policies. Understanding how the insurer's liability is structured in such contexts is crucial to avoid future legal issues and ensure a smooth transition.